Common use of Payment of Expenses Indemnity Clause in Contracts

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Borrower Company agrees (i) to pay all reasonable and documented out-of-pocket expenses of incurred by the Global Coordinators associated Administrative Agent, the Collateral Agent, each Issuing Lender and each other Agent in connection with the syndication of the Facility, Facilities (iiother than fees payable to syndicate members) to pay or reimburse and the Administrative Agent for all its reasonable out-of-pocket costs preparation and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, administration of this Agreement and the other Loan Documents and any other documents prepared or in connection herewith with any amendments, modifications or therewith, and the consummation and administration waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to shall be consummated) or incurred by the Administrative Agent, the Collateral Agent, each Issuing Lender, each other Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred Lender in connection with the enforcement or preservation of its rights under in connection with this Agreement, Agreement and the other Loan Documents and any other documents prepared or in connection herewith with the Loans made or therewithLetters of Credit issued hereunder, including the reasonable fees and documented fees, charges and disbursements of Shearman & Sterling LLP, counsel for the special Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or preservation, the fees, charges and disbursements of any other counsel to for the Administrative Agent, the Collateral Agent, each Issuing Lender, each other Agent and any Lender; provided that, in each case, such payment or reimbursement obligation shall be limited to a single law firm in any jurisdiction (ivabsent an actual conflict of interest). (b) The Company agrees to pay or reimburse each Bank for all its costs and expenses incurred in connection with indemnify the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of DefaultAdministrative Agent, the preservationCollateral Agent, of its rights under this Agreementeach Lender, the each Issuing Lender and each other Loan Documents Agent and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration Related Party 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 other documents prepared in connection herewith or therewithforegoing Persons (each such Person being called an “Indemnitee”) against, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), Indemnitee harmless from and againstfrom, any and all losses, claims, damages damages, liabilities and liabilities related expenses, including reasonable and documented counsel fees, charges and disbursements (limited, in the case of counsel fees, charges and shall reimburse disbursements, to one counsel for all such Indemnitees, taken as a whole and one local counsel to such Indemnitees, taken as a whole, in each Indemnified Person upon demand for any reasonable legal or other expenses appropriate jurisdiction, and additional counsel in the case of actual conflict of interest where such Indemnitee informs the Company of such conflict and retains such counsel) to the extent incurred by such Indemnified Person in connection with investigating or defending asserted against any of the foregoing), incurred by any Indemnified Person Indemnitee arising out of, in connection with, or as a result of (i) the execution, delivery, enforcement, performance and administration execution or delivery of this Agreement and the or any other Loan DocumentsDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated by this Agreement and hereby or thereby (including the other Loan Documentssyndication of the Facilities), or (ii) the use, or proposed use, use of the proceeds of the Loans or issuance of Letters of Credit, (all iii) any claim, litigation, investigation or proceeding relating to any of the foregoing in this clause foregoing, whether or not any Indemnitee is a party thereto (viand regardless of whether such matter is initiated by a third party or by the Company, any other Loan Party or any of their respective Affiliates), collectivelyor (iv) any actual or alleged presence or release of Materials of Environmental Concern at, in, under, on or from any Mortgaged Property (or facilities located thereon) or any other real property (or facilities located thereon) currently or formerly owned, leased, or operated by the “Indemnified Liabilities”)Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or its Subsidiaries; provided that the Borrower such indemnity shall have no obligation hereunder not, as to an Indemnified Person any Indemnitee, be available with respect to Indemnified Liabilities arising from any losses, claims, damages, liabilities or in connection with related expenses to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (1) the bad faith, gross negligence or willful misconduct of such Indemnified Person Indemnitee or (2) disputes arising solely among Indemnitees (other than any Agent or its Related Parties in its capacity as an Agent hereunder) and that do not involve any act or omission by the Company or its Subsidiaries or its controlled Affiliates or (B) arise from any settlement of any proceeding effected without the material breach Company’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Company’s written consent, or if there is a judgment against an Indemnitee in any such proceeding, the Company agrees to indemnify and hold harmless each Indemnitee in the manner set forth in this Section 10.05(b) (provided that the Company’s consent shall not be required to effect any settlement of any such proceeding if an Event of Default has occurred and is continuing at the time such settlement is to be effected; provided, further that, if at any time an Indemnitee shall have requested in accordance with this Agreement that the Company reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any proceeding, the Company shall be liable for any settlement of any proceeding effected without the Company’s written consent if (x) such settlement is entered into more than 30 days after receipt by the Company of such Indemnified Person request for reimbursement and (y) the Company shall not have reimbursed such Indemnitee in accordance with such request prior to the date of such settlement). All amounts due under this Section 10.05 shall be payable promptly after written demand upon the Company therefor together with a reasonably detailed invoice. Statements payable by the Company pursuant to this Section 10.05 shall be submitted to Assistant Treasurer (Fax No. 000-000-0000) (Telephone No. 000-000-0000) with a copy to the General Counsel (Fax No. 000-000-0000), at the address of the express terms of this AgreementCompany set forth in Section 10.02, or to such other Person or address as may be hereafter designated by the Company in a notice to the case of each of the foregoing clauses (AAdministrative Agent. Section 10.05(b) and (B) as determined by a finalshall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCETax claim. (c) To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, any Issuing Lender or any other Agent under paragraph (a) or (b) Each party hereto hereby waivesof this Section 10.05, each applicable Lender severally agrees to pay to the maximum Administrative Agent, the Collateral Agent, such Issuing Lender or such other Agent, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, such Issuing Lender or such other Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Aggregate Exposure in respect of the applicable Facility or Facilities at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, none of the parties hereto shall assert, and each party hereto and each Indemnitee hereby waives, any right it may have to claim or recover from against any other party hereto hereto, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the executionproceeds thereof; provided that the foregoing shall not relieve the Company of its indemnification obligations set forth in Section 10.05(b) to the extent any Indemnitee is found so liable. (e) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, deliverythe consummation of the transactions contemplated hereby, enforcementthe repayment of any of the Loans, performance and administration the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other PersonLoan Document, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment any investigation made by or on behalf of the Loans and all Administrative Agent, the Collateral Agent, any Lender, any Issuing Lender or any other amounts payable hereunder and termination of this AgreementAgent.

Payment of Expenses Indemnity. (a) The Borrower Company agrees (i) to pay all reasonable and documented out-of-pocket expenses of incurred by the Global Coordinators associated Administrative Agent, the Collateral Agent, each Issuing Lender and each other Agent in connection with the syndication of the Facility, Facilities (iiother than fees payable to syndicate members) to pay or reimburse and the Administrative Agent for all its reasonable out-of-pocket costs preparation and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, administration of this Agreement and the other Loan Documents and any other documents prepared or in connection herewith with any amendments, modifications or therewith, and the consummation and administration waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to shall be consummated) or incurred by the Administrative Agent, the Collateral Agent, each Issuing Lender, each other Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred Lender in connection with the enforcement or preservation of its rights under in connection with this Agreement, Agreement and the other Loan Documents and any other documents prepared or in connection herewith with the Loans made or therewithLetters of Credit issued hereunder, including the reasonable fees and documented fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the special Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or preservation, the fees, charges and disbursements of any other counsel to for the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of DefaultCollateral Agent, the preservationIssuing Lender, each other Agent and any Lender; provided that such payment or reimbursement obligation shall be limited to a single law firm in any jurisdiction (absent an actual conflict of its rights under this Agreementinterest). (b) The Company agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, each Issuing Lender and each other Loan Documents Agent and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration Related Party 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 other documents prepared in connection herewith or therewithforegoing Persons (each such Person being called an “Indemnitee”) against, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), Indemnitee harmless from and againstfrom, any and all losses, claims, damages damages, liabilities and liabilities (related expenses, including reasonable and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses documented counsel fees, charges and disbursements to the extent incurred by such Indemnified Person in connection with investigating or defending asserted against any of the foregoing), incurred by any Indemnified Person Indemnitee arising out of, in connection with, or as a result of (i) the execution, delivery, enforcement, performance and administration execution or delivery of this Agreement and the or any other Loan DocumentsDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated by this Agreement and hereby or thereby (including the other Loan Documentssyndication of the Facilities), or (ii) the use, or proposed use, use of the proceeds of the Loans or issuance of Letters of Credit, (all iii) any claim, litigation, investigation or proceeding relating to any of the foregoing in this clause foregoing, whether or not any Indemnitee is a party thereto (viand regardless of whether such matter is initiated by a third party or by the Company, any other Loan Party or any of their respective Affiliates), collectivelyor (iv) any actual or alleged presence or release of Materials of Environmental Concern on or from any Property currently or formerly owned, occupied or operated by the “Indemnified Liabilities”)Company or any of the Subsidiaries, or any Environmental Liability related in any way to the Company or its Subsidiaries or any of their respective properties; provided that the Borrower such indemnity shall have no obligation hereunder not, as to an Indemnified Person any Indemnitee, be available with respect to Indemnified Liabilities arising from any losses, claims, damages, liabilities or in connection with related expenses to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (1) the bad faith, gross negligence or willful misconduct of such Indemnified Person Indemnitee or (2) disputes arising solely among Indemnitees (other than any Agent or its Related Parties in its capacity as an Agent hereunder) and that do not involve any act or omission by the Company or its Subsidiaries or its controlled Affiliates or (B) arise from any settlement of any proceeding effected without the material breach by Company’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Company’s written consent, or if there is a judgment against an Indemnitee in any such Indemnified Person of proceeding, the express terms of this Agreement, Company agrees to indemnify and hold harmless each Indemnitee in the case manner set forth in this Section 10.05(b) (provided that the Company’s consent shall not be required to effect any settlement of each any such proceeding if an Event of Default has occurred and is continuing at the foregoing clauses time such settlement is to be effected; provided, further that, if at any time an Indemnitee shall have requested in accordance with this Agreement that the Company reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any proceeding, the Company shall be liable for any settlement of any proceeding effected without the Company’s written consent if (Ax) such settlement is entered into more than 30 days after receipt by the Company of such request for reimbursement and (By) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, the Company shall not have reimbursed such Indemnitee in accordance with such request prior to the maximum date of such settlement). Without limiting the foregoing, and to the extent permitted by applicable law, the Company 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 right 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 the Indemnitee. All amounts due under this Section 10.05 shall be payable promptly after written demand upon the Company therefor together with a reasonably detailed invoice. Statements payable by the Company pursuant to this Section 10.05 shall be submitted to Chief Financial Officer (Telephone No.000-000-0000) (Fax No. 000-000-0000), at the address of the Company set forth in Section 10.02, or to such other Person or address as may be hereafter designated by the Company in a notice to the Administrative Agent. (c) To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, any Issuing Lender or any other Agent under paragraph (a) or (b) of this Section 10.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, such Issuing Lender or such other Agent, as the case may have to be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, such Issuing Lender or such other Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Aggregate Exposure at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, none of the parties hereto shall assert, and each party hereto and each Indemnitee hereby waives, any claim or recover from against any other party hereto hereto, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the executionproceeds thereof; provided that the foregoing shall not relieve the Company of its indemnification obligations set forth in Section 10.05(b) to the extent any Indemnitee is found so liable. (e) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, deliverythe consummation of the transactions contemplated hereby, enforcementthe repayment of any of the Loans, performance and administration the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other PersonLoan Document, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment any investigation made by or on behalf of the Loans and all Administrative Agent, the Collateral Agent, any Lender, any Issuing Lender or any other amounts payable hereunder and termination of this AgreementAgent.

Payment of Expenses Indemnity. (a) The Borrower agrees Borrowers hereby jointly and severally agree to: (a) pay (i) all present and future reasonable and documented out of pocket expenses incurred by or on behalf of the Administrative Agent, the Collateral Agent or Banc of America Securities LLC in connection with this Agreement, any other Credit Document or otherwise in their respective capacities as the Administrative Agent or a Lead Arranger under this Agreement or the Collateral Agent under any Security Document, whether incurred heretofore or hereafter, which expenses shall include, without limitation, reasonable fees and expenses of counsel (which shall only be of a single counsel and of any special or local counsel reasonably deemed necessary or appropriate by the Administrative Agent, provided that, with respect to pay special and/or local counsel, the Credit Parties shall only be required to reimburse the Administrative Agent, the Collateral Agent and Banc of America Securities LLC for the reasonable fees and expenses of a single special counsel of each specialty and a single local counsel (i.e., a maximum of two firms) in each relevant jurisdiction) including costs and expenses (x) of due diligence including the initial and any subsequent field examinations and/or inventory appraisals required pursuant to Sections 6.17 and 9.02(a) performed by third parties and (y) of negotiation, preparation and execution of all Credit Documents, (ii) all reasonable out-of-and documented out of pocket costs and expenses of the Global Coordinators associated Initial Bank Parties in connection with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Revolving Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Commitments, (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent’s standard charges for field examinations, including a per diem field examiner charge and reasonable out of pocket expenses, and (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservationreasonable and documented out of pocket costs and expenses of each of the Administrative Agent, the Collateral Agent, the Issuing Lenders and Lenders in connection with the collection of its rights the Obligations or the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any investigation, preparation, negotiation and documentation of any refinancing or restructuring of the credit arrangements provided under this AgreementAgreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, the other Loan Documents and any other documents prepared in connection herewith or therewitheach case without limitation, including (A) the reasonable fees and disbursements of counsel to such Bank and consultants for each of the Administrative Agent, the Collateral Agent, the Issuing Lenders and the Lenders); and (Bb) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify pay and hold the Administrative Agent, each Global Coordinatorthe Collateral Agent, each Lead Arrangerof the Issuing Lenders and each of the Lenders harmless from and against any and all present and future Other Taxes and save the Administrative Agent, each Bankof the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such Other Taxes. In addition, the Borrowers jointly and severally agree to reimburse the Administrative Agent and Holdings for all reasonable third party administrative, audit and monitory expenses incurred in connection with the Borrowing Base and determinations thereunder. (b) The Credit Parties hereby jointly and severally agree to indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Issuing Bank, each Swingline Lender and each Agent together with Lender and each of their respective directorsaffiliates, officers, directors, employees, agents, trustees, advisors and Affiliates other representatives (collectivelyeach, the an “Indemnified PersonsParty”), harmless ) from and against, against (and reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, claimsliabilities and expenses (including, damages without limitation, the reasonable fees, disbursements and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses charges of counsel) that may be incurred by such or asserted or awarded against any Indemnified Person Party, in each case arising out of or in connection with investigating or defending any by reason of the foregoing)(including, incurred by any Indemnified Person arising out ofwithout limitation, in connection withwith any investigation, litigation or as proceeding or preparation of a result defense in connection therewith) the consummation of the execution, delivery, enforcement, performance and administration of this Agreement and the Transaction or any other Loan Documents, the transactions contemplated by this Agreement and the herein or in any other Loan DocumentsCredit Document, or the use, any use made or proposed use, of to be made with the proceeds of the Loans or the exercise of any rights or remedies provided herein or in the other Credit Documents (in all cases except as expressly otherwise provided herein, whether or not caused or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Party) including any of the foregoing relating to the actual or alleged presence of Hazardous Materials in this clause the air, surface water or groundwater or on the surface or subsurface of any Real Property (vi)including, collectivelybut not limited to, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person Hazardous Materials stored in or incorporated into any structures) at any time owned, leased or operated by Holdings, any of its Subsidiaries, or any of its predecessors with respect to Indemnified Liabilities arising from which Holdings and its Subsidiaries are subject to successor liability (“Predecessors”), the generation, storage, transportation, handling or in connection disposal of Hazardous Materials by Holdings, any of its Subsidiaries or any of its Predecessors at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings, any of its Subsidiaries or any of its Predecessors with any Environmental Law (Aincluding applicable permits thereunder) the gross negligence applicable to any Real Property, or willful misconduct any Environmental Claim asserted against Holdings, any of such Indemnified Person its Subsidiaries, any of it Predecessors, or (B) the material breach any Real Property at any time owned, leased or operated by such Indemnified Person Holdings, any of the express terms its Predecessors, or any of this Agreementits Subsidiaries, except, in each case, to the case of each of the foregoing clauses (A) and (B) as determined by extent such claim, damage, loss, liability or expense is found in a final, non-appealable nonappealable judgment of by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party’s gross negligence, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim willful misconduct or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) bad faith. In the case of an investigation, litigation or other proceeding to which the this indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrowera Credit Party, any of the Borrower’s directorsits Subsidiaries, security holders, affiliates, equity holders or creditors, a third party or an Indemnified Person or any other Person, Party and whether or not an Indemnified Person Party is otherwise a party thereto. No Indemnified Party shall have any liability (whether direct or indirect, in contract or tort, or otherwise) to this Agreementany Credit Party or any of their Affiliates, equity holders or creditors arising out of or in connection with, or related to any aspect of, the Transaction or any Credit Document, except to the extent of direct damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or bad faith. It is further agreed that the Indemnified Parties (i) shall only have liability to the Credit Parties (as opposed to any other Person) and, in each case, shall be liable solely in respect of its own obligations or actions under or in connection with the Credit Documents on a several, and not joint, basis with any other Indemnified Party and (ii) shall not be liable for any special, indirect, consequential or punitive damages. Notwithstanding any other provision hereof or of any other Credit Document, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse the Administrative Other Representatives and each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparationsyndication of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification toto (including expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other counsel)periodic basis as such Agent shall deem appropriate, (iiib) to pay or reimburse the Administrative each Lender, each Other Representative and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender Other Representatives and Agent and each Agent together with of their respective officers, directors, officers, employees, attorneys, affiliates, agents, trusteesmembers, partners and advisors (each, including each Lender and Affiliates (collectivelyAgent, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the fees and disbursements of one primary counsel to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower or (z) disputes between and among the Indemnitees (other than disputes involving the Agents or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. Without limiting the foregoing, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, and to the maximum extent permitted by applicable law, any right it may have the Borrower agrees not to claim assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or recover from any other party hereto 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 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the executionof, deliverythis Agreement, enforcement, performance and administration of this Agreement and the any other Loan DocumentsDocument or any agreement or instrument contemplated hereby, the transactions contemplated by this Agreement and the other hereby or thereby, any Loan Documentsor Letter of Credit, or the use, or proposed use, of proceeds use of the Loansproceeds thereof; provided provided, that nothing contained the foregoing will not limit the Borrower’s indemnity obligations set forth above. No Indemnitee referred to in this paragraph (b) above shall limit be liable for any damages arising from the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case use by unintended recipients of an investigation, litigation any information or other proceeding materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to which have resulted primarily from the indemnity in this Section 10.5 appliesgross negligence, bad faith or willful misconduct of such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) Indemnitee. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreementhereunder.

Payment of Expenses Indemnity. The Borrowers agree upon the occurrence of the Effective Date (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lender and the Administrative Agent (without duplication) for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to the Administrative Agent Agent, the Issuing Lenders, the Swingline Lender, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (but excluding which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the fees case of actual or expenses perceived conflicts where such Person informs the Borrowers of any other such conflict and retains such counsel), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Initial Borrower on or prior to the Effective Date (iiiin the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis, or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, each Issuing Lender, the Swingline Lender, and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable and documented fees and disbursements of the special one primary counsel to the Lenders, the Issuing Lenders, the Swingline Lender, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (ivwhich may include one special counsel acting in multiple jurisdictions) to pay (and in the case of an actual or reimburse each Bank for all its costs and expenses incurred in connection with perceived conflict of interest by any of the enforcementforegoing Persons, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of additional counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect affected Person where such Person informs the Borrower of such Loans or Letters of Creditconflict and retains such counsel), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, the Swingline Lender, the Administrative Agent, each Global Coordinator, each Joint Lead Arranger, each Bankthe Joint Bookrunners, each Issuing Bank, each Swingline Lender of their respective Affiliates that are providing services in connection with the financing contemplated by this Agreement and each Agent together with their respective directors, officers, employees, agents, trustees, advisors member (and Affiliates (collectively, the “Indemnified Persons”successors and assigns), officer, director, trustee, employee, agent and controlling person of the foregoing (each, an “Indemnitee”) harmless from and against, against any and all other claims, liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person nature whatsoever with respect to or arising out of or in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the transactions contemplated by this Agreement and the Borrowers, any other Loan DocumentsParty or any other Person), or including any of the use, or proposed use, foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or perceived conflict of interest by an Indemnitee, where such Person informs the Borrowers of such conflict and retains such counsel, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.18, 2.19 and 2.20 (which shall be the sole remedy in respect of the matters set forth therein); ), provided that the Borrower Borrowers shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or Indemnitee, (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, AND PROVIDED FURTHER THAT(C) any dispute that does not involve an act or omission by the Borrowers, SUBJECT TO THE LIMITATIONS DESCRIBED HEREINHoldings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. Joint Lead Arranger, Joint Bookrunner, Swingline Lender or Issuing Lender or similar role hereunder), (bD) Each party hereto hereby waivesdirectly and exclusively caused, with respect to the maximum extent permitted by applicable lawviolation of, noncompliance with or liability under, any right it may have Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure, or (E) with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or recover from any other party hereto any special(ii) settlements entered into by such person without the Borrowers’ written consent (such consent to not be unreasonably withheld, indirect, punitive conditioned or consequential damages delayed). All amounts due under this Section 11.5 shall be payable not later than ten (as opposed 10) days after written demand therefor. Statements payable by the Borrowers pursuant to direct or actual damages) arising out of, this Section 11.5 shall be submitted to the Borrower Representative at the address of the Borrower Representative set forth in connection withSection 11.2, or to such other Person or address as may be hereafter designated by the Borrowers in a result of written notice to the execution, delivery, enforcement, performance and administration Administrative Agent. The agreements in this Section 11.5 shall survive the termination of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreementhereunder.

Payment of Expenses Indemnity. The Borrower shall: (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent on demand for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution and delivery of, and of any amendment, modification or supplement or modification to, this Agreement and the other or any waiver under, any Loan Documents Document and any other documents document prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPincluding, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)without limitation, (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank the Lenders; (b) pay on demand all reasonable costs and expenses of the Lenders, including, without limitation, the reasonable fees and disbursements of counsel to Lenders, in connection with the occurrence or continuance of an Event of Default and the enforcement, collection, protection or preservation (Bwhether through negotiation, legal proceedings or otherwise) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Pledge Agreement or any Notesother Loan Document, to pay, indemnifythe Collateral, and any obligation or any rights, remedy, power or privilege of the Lenders hereunder or thereunder; (c) pay and hold each Bank the Lenders harmless from and the Administrative Agent harmless from, against any and all present and future stamp, excise, recording and filing or other similar taxes or fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution execution, delivery, recording and delivery of, or consummation or administration filing of any of Loan Document and hold the transactions contemplated by, Lenders harmless from and against any and all liabilities with respect to or resulting from any amendment, supplement delay or modification of, omission to pay such taxes or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and fees; and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold harmless the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender Lenders and each Agent together with their respective directors, officers, employeespartners, agents, trustees, advisors employees and Affiliates (collectively, the “Indemnified Persons”), harmless agents from and against, any and all liabilities, losses, damages, penalties, actions, judgments, suits, claims, damages costs, expenses and liabilities (disbursements, including, without limitation, the reasonable fees and shall reimburse each Indemnified Person upon demand for any reasonable legal or disbursement of counsel to the Lenders and such other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing)parties, incurred by any Indemnified Person of them in connection with, arising out ofof or in any way relating to any investigation, claim, litigation or other proceeding, pending or threatened (whether or not any of them is designated a party thereto), in connection with, arising out of or as a result of the execution, delivery, enforcement, performance and administration of in any way related to this Pledge Agreement and the or any other Loan Documents, Document or any of the transactions contemplated by this Agreement and herein or therein or any use of the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all Notes by the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”)Borrower; provided that the Borrower Lenders shall have no obligation hereunder not be entitled to an Indemnified Person with respect to Indemnified Liabilities arising any indemnification for any of the foregoing resulting from or in connection with (A) the their gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction. If, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, and to the extent that, the indemnity obligations of the Borrower hereunder may be unenforceable for any reason, the Borrower hereby agrees to make the maximum extent permitted by contributions to the payment and satisfaction of each of such indemnity obligations which is permissible under applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Whether or not the transactions contemplated hereby are consummated, in addition to the rights of indemnification granted to the Indemnified Parties under Section 11.01(b) hereof, the Borrower agrees (i) to pay on demand all reasonable costs and expenses in connection with the preparation, execution, delivery, modification, amendment, administration and monitoring of the Credit Documents and the other documents to be delivered thereunder (including the costs in respect of the perfection and maintenance of the security interests and conducting due diligence with respect to the Borrower and its business), including, without limitation, the fees and out-of-pocket expenses of counsel for the Global Coordinators associated Lender and the Agent, and of local counsel who may be retained by the Lender and the Agent, with respect thereto and with respect to advising the syndication of Lender and the FacilityAgent as to their rights and remedies under the Credit Documents, (ii) to pay or reimburse the Administrative Agent for and including all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation servicing and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration liquidation of the transactions contemplated hereby Collateral. The Borrower further agrees to pay on demand all costs and therebyexpenses, including the if any (including, without limitation, reasonable counsel fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counselexpenses), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement (whether through negotiations, workout, legal proceedings or preservation otherwise) of its rights under this Agreement, the Credit Documents and the other Loan Documents and any other documents prepared in connection herewith or therewithto be delivered thereunder, including the including, without limitation, reasonable counsel fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance enforcement of a Default or an Event of Default, the preservation, of its rights under this Section 11.01 (a). (i) The Borrower shall reimburse the Lender, upon demand (which demand shall contain reasonable details thereof), for all fees, expenses or increased costs payable by the Lender to any Liquidity Lender pursuant to the Liquidity Agreement due to either (x) the effectiveness of or the introduction of, or any change in, or in the interpretation of, any law or regulation or (y) compliance by such Liquidity Lender with any guideline or request from any central bank or other governmental authority or official (whether or not having the force of law), which subjects such Liquidity Lender (A) to an increase in the cost of making, funding or maintaining any loan or any commitment under the Liquidity Agreement or (B) to make a payment calculated by reference to the principal of, or interest on, such loan or such commitment made by such Liquidity Lender. (ii) The Borrower shall reimburse the Lender upon demand (which demand shall contain reasonable details thereof), for all fees, expenses or increased costs payable by the Lender to any Liquidity Lender or any LOC Provider (the Liquidity Lenders and the LOC Providers collectively referred to in this Section 11.01(b) as the "Financial Institutions" and, individually, as a "Financial Institution") pursuant to the Liquidity Agreement or the Reimbursement Agreement, respectively, due to either (x) the effectiveness of or the introduction of, or any change in, or in the interpretation of, any law or regulation or (y) compliance by any Financial Institution with any guideline or, request from any central bank or other governmental authority or official (whether or not having the force of law and including, in any event, any law, regulation, interpretation, or guideline with respect to capital adequacy or request in connection with any of the foregoing and any law, regulation, interpretation, guideline or request contemplated by the report dated July, 1988 entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basle Committee on Banking Regulations and Supervisory Practices at the Bank for International Settlements) which has or would have the effect of reducing the rate of return on the capital of such Financial Institution, or any corporation controlling such Financial Institution, as a consequence of its obligations under the Liquidity Agreement, the other Loan Documents and any other documents prepared in connection herewith Reimbursement Agreement or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, as the case may be, to a level below that which such Financial Institution, or such controlling corporation, could have otherwise achieved but for such adoption, change or compliance (vtaking into consideration such Financial Institution's, or the respective controlling corporation's, policies with respect to capital adequacy) without duplication or which has or would have the effect of increasing the amount of capital required or expected to be maintained by such Financial Institution, or such controlling corporation, as a consequence of its obligations under the Liquidity Agreement, the Reimbursement Agreement or the Letters of Credit, as the case may be. (iii) The Borrower shall reimburse the Lender, upon demand (which demand shall contain reasonable details thereof), for any increase in any sum payable by the Lender to any Liquidity Lender under the Liquidity Agreement to compensate such Liquidity Lender for deductions for Liquidity Taxes (as defined below) applicable to such sum (including deductions for Liquidity Taxes applicable to such increase in such sum) such that such Liquidity Lender shall receive an amount equal to the sum it would have otherwise received had no such deductions for Liquidity Taxes been made. As used in this Section 11.01 (b), the term "Liquidity Taxes" shall mean any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities, with respect to any sum payable under the Liquidity Agreement (but excluding taxes that would not be imposed but for a connection between the Liquidity Lenders or the Liquidity Agent (as the case may be) and the jurisdiction imposing such tax, other than a connection arising by virtue of the activities of the Liquidity Lenders or the Liquidity Agent (as the case may be) pursuant to or in respect of the Liquidity Agreement or under any other provision contained in this Facility Document, including, without limitation, the entering into, the loan of money or the extension of credit pursuant to, the receipt of payments under, or the enforcement of, the Liquidity Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreementother Facility Document), if any, that 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay (within five (5) days after the receipt of written notice from Administrative Agent) all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses of Administrative Agent (including without limitation the reasonable fees and expenses of Administrative Agent's legal counsel) reasonably incurred by it in connection with the negotiation, preparation, negotiation and execution and delivery ofof this Credit Agreement, and any amendmentthe Notes, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith and all amendments, modifications and supplements thereof or therewiththereto, and the consummation and administration of the transactions contemplated hereby and therebyand, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or if an Event of DefaultDefault exists, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other all out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless fromand Lenders (including, any without limitation, the reasonable attorneys' fees of Administrative Agent's and all recording and filing fees (for which each Bank has not been otherwise reimbursed Lenders' legal counsel) reasonably incurred by the Borrower under this Agreement), if any, that may be payable or determined to be payable them in connection with the execution presentation and delivery enforcement 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 ofand Administrative Agents' and Lenders' rights under, this Credit Agreement, the Notes, and the other Loan Documents and any other documents prepared in connection herewith or therewith, and Documents. (vib) without duplication of any other provision contained in this Agreement or any Notes, Borrower agrees to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender Agent and each Agent together with of Lenders and their respective directors, officers, employees, agentsattorneys and agents (each such Person, trusteesincluding without limitation Agent and each of Lenders, advisors being called an "INDEMNITEE") against, and Affiliates (collectively, the “Indemnified Persons”), to hold each Indemnitee harmless from and againstfrom, any and all losses, claims, actions, judgments, suits, disbursements, penalties, damages (other than consequential damages), liabilities and liabilities (related expenses, including reasonable counsel fees and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing)expenses, incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection any way connected with, or as a result of: (i) the execution and delivery of this Credit Agreement or any other Loan Document or any agreement or instrument contemplated thereby, (ii) the use or misuse of the execution, delivery, enforcement, performance and administration proceeds of the Loans, (iii) the fraudulent actions or misrepresentations of any Credit Party or its Affiliates in connection with the transactions contemplated by this Credit Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documentsor (iv) any claim, litigation, investigation or the use, or proposed use, of proceeds proceeding relating to any of the Loans (all the foregoing in this clause (vi)foregoing, collectivelywhether or not any Indemnitee is a party thereto; provided, the “Indemnified Liabilities”); provided however, that the Borrower such indemnity shall have no obligation hereunder not, as to an Indemnified Person with respect any Indemnitee, apply to Indemnified Liabilities any such losses, claims, actions, judgments, suits, disbursements, penalties, damages, liabilities or related expenses arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) aboveIndemnitee. (c) In addition to and without limiting the case of an investigationforegoing, litigation or other proceeding the Credit Parties hereby indemnify and hold the Indemnitees harmless from and against, and agree to which reimburse any Indemnitee on demand for, and agree to defend the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the BorrowerIndemnitees against, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this AgreementEnvironmental Damages (as hereinafter defined), incurred by Administrative Agent or a Lender. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO ENVIRONMENTAL DAMAGES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (OR ANY OTHER) INDEMNITEE. HOWEVER, SUCH INDEMNITY SHALL NOT APPLY TO A PARTICULAR INDEMNITEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT PARTICULAR INDEMNITEE.

Payment of Expenses Indemnity. (a) The Whether or not the ------------------------------ transactions contemplated hereby are consummated, in addition to the rights of indemnification granted to the Indemnified Parties under Section 11.01(b) hereof, the Borrower agrees (i) to pay on demand all reasonable costs and expenses in connection with the preparation, execution, delivery, modification, amendment, administration and monitoring of the Credit Documents and the other documents to be delivered thereunder (including the costs in respect of the perfection and maintenance of the security interests and conducting due diligence with respect to the Borrower and its business), including, without limitation, the fees and out-of-pocket expenses of counsel for the Global Coordinators associated Lender and the Agent, and of local counsel who may be retained by the Lender and the Agent, with respect thereto and with respect to advising the syndication of Lender and the FacilityAgent as to their rights and remedies under the Credit Documents, (ii) to pay or reimburse the Administrative Agent for and including all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation servicing and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration liquidation of the transactions contemplated hereby Collateral. The Borrower further agrees to pay on demand all costs and therebyexpenses, including the if any (including, without limitation, reasonable counsel fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counselexpenses), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement (whether through negotiations, workout, legal proceedings or preservation otherwise) of its rights under this Agreement, the Credit Documents and the other Loan Documents and any other documents prepared in connection herewith or therewithto be delivered thereunder, including the including, without limitation, reasonable counsel fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance enforcement of a Default or an Event of Default, the preservation, of its rights under this Section 11.01(a). (i) The Borrower shall reimburse the Lender, upon demand (which demand shall contain reasonable details thereof), for all fees, expenses or increased costs payable by the Lender to any Liquidity Lender pursuant to the Liquidity Agreement due to either (x) the effectiveness of or the introduction of, or any change in, or in the interpretation of, any law or regulation or (y) compliance by such Liquidity Lender with any guideline or request from any central bank or other governmental authority or official (whether or not having the force of law), which subjects such Liquidity Lender (A) to an increase in the cost of making, funding or maintaining any loan or any commitment under the Liquidity Agreement or (B) to make a payment calculated by reference to the principal of, or interest on, such loan or such commitment made by such Liquidity Lender. (ii) The Borrower shall reimburse the Lender upon demand (which demand shall contain reasonable details thereof), for all fees, expenses or increased costs payable by the Lender to any Liquidity Lender or any LOC Provider (the Liquidity Lenders and the LOC Providers collectively referred to in this Section 11.01(b) as the "Financial Institutions" and, individually, as a "Financial Institution") pursuant to the Liquidity Agreement or the Reimbursement Agreement, respectively, due to either (x) the effectiveness of or the introduction of, or any change in, or in the interpretation of, any law or regulation or (y) compliance by any Financial Institution with any guideline or request from any central bank or other governmental authority or official (whether or not having the force of law and including, in any event, any law, regulation, interpretation, or guideline with respect to capital adequacy or request in connection with any of the foregoing and any law, regulation, interpretation, guideline or request contemplated by the report dated July, 1988 entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basle Committee on Banking Regulations and Supervisory Practices at the Bank for International Settlements) which has or would have the effect of reducing the rate of return on the capital of such Financial Institution, or any corporation controlling such Financial Institution, as a consequence of its obligations under the Liquidity Agreement, the other Loan Documents and any other documents prepared in connection herewith Reimbursement Agreement or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, as the case may be, to a level below that which such Financial Institution, or such controlling corporation, could have otherwise achieved but for such adoption, change or compliance (vtaking into consideration such Financial Institution's, or the respective controlling corporation's, policies with respect to capital adequacy) without duplication or which has or would have the effect of increasing the amount of capital required or expected to be maintained by such Financial Institution, or such controlling corporation, as a consequence of its obligations under the Liquidity Agreement, the Reimbursement Agreement or the Letters of Credit, as the case may be. (iii) The Borrower shall reimburse the Lender, upon demand (which demand shall contain reasonable details thereof), for any increase in any sum payable by the Lender to any Liquidity Lender under the Liquidity Agreement to compensate such Liquidity Lender for deductions for Liquidity Taxes (as defined below) applicable to such sum (including deductions for Liquidity Taxes applicable to such increase in such sum) such that such Liquidity Lender shall receive an amount equal to the sum it would have otherwise received had no such deductions for Liquidity Taxes been made. As used in this Section 11.01(b), the term "Liquidity Taxes" shall mean any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities, with respect to any sum payable under the Liquidity Agreement (but excluding taxes that would not be imposed but for a connection between the Liquidity Lenders or the Liquidity Agent (as the case may be) and the jurisdiction imposing such tax, other than a connection arising by virtue of the activities of the Liquidity Lenders or the Liquidity Agent (as the case may be) pursuant to or in respect of the Liquidity Agreement or under any other provision contained in this Facility Document, including, without limitation, the entering into, the loan of money or the extension of credit pursuant to, the receipt of payments under, or the enforcement of, the Liquidity Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreementother Facility Document), if any, that 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank and each Issuing Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication (including syndication expenses and travel expenses) of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, to this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower 3 Business Days prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other counsel)periodic basis as such Agent shall deem appropriate, (iiib) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its documented and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, each Other Representative and the Administrative Agent and each of their and their affiliates’ respective officers, directors, employees, attorneys, affiliates, agents, members, partners and advisors (each, including each Lender and the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the reasonable and documented fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives, the Administrative Agent and Indemnitees and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. or (bz) Each party hereto hereby waives, disputes between and among the Indemnitees (other than disputes involving the Administrative Agent or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the maximum notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any right it may have to claim or recover from against any other party hereto Indemnitee, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the executionof, deliverythis Agreement, enforcement, performance and administration of this Agreement and the any other Loan DocumentsDocument or any agreement or instrument contemplated hereby, the transactions contemplated by this Agreement and the other hereby or thereby, any Loan Documentsor Letter of Credit, or the use, or proposed use, of proceeds use of the Loansproceeds thereof; provided provided, that nothing contained in this paragraph (b) shall the foregoing will not limit the Borrower’s indemnification provisions contained indemnity obligations set forth above. No Indemnitee referred to in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. clause (d) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder hereunder. This Section 11.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or other costs and termination of this Agreementexpenses arising from any non-Tax claim.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (iiib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable fees and disbursements of the special counsel to the Administrative Agentincluding, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcementwithout limitation, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank the Administrative Agent and to the several Lenders (B) other out-of-pocket expenses incurred during but excluding any workout, restructuring transfer or negotiations in respect similar taxes arising solely from the event of such Loans or Letters of Creditan assignment by a Lender under Section 10.6(b)), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, indemnify and hold each Bank Lender and the Administrative Agent harmless fromfrom all liabilities with respect to, or resulting from any delay in paying, any and all recording and filing fees (for Other Taxes which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 prepared in connection herewith or therewith(but excluding any such Other Taxes arising solely from the event of an assignment by a Lender under Section 10.6(b)), and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender and the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directorsaffiliates, officers, directors, employees, agents, trustees, agents and advisors and Affiliates (collectively, the “Related Parties,” and together with the Lenders and the Administrative Agent, the “Indemnified Persons”), harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, the transactions contemplated by this Agreement and the other Loan DocumentsParent, or the use, or proposed use, any of proceeds of the Loans its Subsidiaries (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided that that, the Borrower shall have no obligation hereunder to an the Administrative Agent or any Lender or other Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (Ai) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this AgreementPerson, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of rendered by a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. or (bii) Each party hereto hereby waives, to legal proceedings commenced against the maximum extent permitted Administrative Agent or any Lender by applicable law, any right it may have to claim security holder or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) creditor thereof arising out ofof and based upon rights afforded any such security holder or creditor solely in its capacity as such. Notwithstanding the foregoing, except as provided in connection with, or as a result of the execution, delivery, enforcement, performance Section 2.15 and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. clause (c) In above, the case of an investigation, litigation or other proceeding to which the indemnity in Borrower shall have no obligation under this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by to the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person Administrative Agent or any other PersonLender with respect to any Tax imposed, whether levied, collected, withheld or not an Indemnified Person is otherwise a party to this Agreement. (d) assessed by any Governmental Authority. The agreements in this Section 10.5 subsection shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreementhereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) Whether or not the transactions contemplated hereby are consummated, the Borrowers agree to pay on demand all reasonable costs and expenses in connection with the preparation, execution, delivery, modification, amendment, administration and monitoring of the Credit Documents and the other documents to be delivered thereunder (including the costs in respect of the perfection and maintenance of the security interests created by the Credit Documents and conducting due diligence with respect to the Borrowers and their business) including, without limitation, the fees and out-of-pocket expenses of counsel for the Global Coordinators associated Lender, and of local counsel who may be retained by the Lender, with respect thereto and with respect to advising the syndication of Lender as to its rights and remedies under the FacilityCredit Documents, (ii) to pay or reimburse the Administrative Agent for and including all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation servicing and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration liquidation of the transactions contemplated hereby Collateral. The Borrowers further agree to pay on demand all costs and therebyexpenses, including the if any (including, without limitation, reasonable counsel fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counselexpenses), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement (whether through negotiations, workout, legal proceedings or preservation otherwise) of its rights under this Agreement, the Credit Documents and the other Loan Documents and any other documents prepared in connection herewith or therewithto be delivered thereunder, including the including, without limitation, reasonable counsel fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance enforcement of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and Section 10.01(a). (b) Without limiting any other documents prepared in connection herewith or therewith, including (A) rights which the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 byLender, or any amendmentAffiliate thereof, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with as well as their respective directors, officers, employeesemployees and agents (each, agents, trustees, advisors and Affiliates (collectivelyan "Indemnified Party") may have hereunder or under applicable law, the “Borrowers hereby agree to indemnify each Indemnified Persons”), harmless Party from and against, against any and all claims, losses, claimsdamages, damages expenses and liabilities (and shall reimburse each Indemnified Person upon demand for any including reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any attorneys' fees) (all of the foregoing), incurred by any foregoing being collectively referred to as "Indemnified Person Amounts") arising out of, in connection withrelating to or resulting from this Agreement, any other Credit Document, any Mortgage Loan or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, Collateral or the use, or proposed use, use of any proceeds of Advances, excluding, however, Indemnified Amounts to the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising extent resulting from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable final judgment of a court of competent jurisdiction) on the part of such Indemnified Party or any Affiliate of such Indemnified Party which directly or indirectly controls, AND PROVIDED FURTHER THATis controlled by or is under common control with such Indemnified Party or is a director or officer of such Indemnified Party or of an Affiliate of such Indemnified Party. Without limiting or being limited by the foregoing, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.the Borrowers shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from: (bi) Each party hereto hereby waives, the making of an Advance secured by a pledge of a Mortgage Loan which is not at the date of the creation of such security interest an Eligible Mortgage Loan or which thereafter ceases to be an Eligible Mortgage Loan; (ii) reliance on any representation or warranty or statement made or deemed made by a Borrower (or any of its officers) under or in connection with any Credit Document which shall have been incorrect when made; (iii) the maximum extent permitted failure by a Borrower to comply with any applicable law, rule or regulation with respect to any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection withCollateral, or as the nonconformity of any Collateral with any such applicable law, rule or regulation; (iv) the failure to vest in the Lender under the Warehouse Security Agreement a result of valid first priority security interest in the execution, delivery, enforcement, performance and administration of this Agreement Mortgage Loans and the other Loan DocumentsCollateral, the transactions contemplated except as otherwise permitted by this Agreement and Agreement; (v) the other Loan Documentsfailure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the useUCC of any applicable jurisdiction or other applicable laws with respect to any Collateral, whether at the time of any Advance or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above.at any subsequent time; (cvi) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such any investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person related to this Agreement or any other Person, whether Credit Document or not an Indemnified Person is otherwise a party to this Agreement.the use of proceeds of Advances or in respect of any Mortgage Loan or other Collateral; (dvii) The agreements the loss, misplacement or destruction of any cashier's check issued by the Lender in respect of any Advance after receipt of such check by the closing agent, escrow agent, title company, attorney or any other authorized party identified in the Request for Advance relating to such Advance, it being understood and agreed that, notwithstanding the indemnity under this Section 10.5 10.01(b)(vii) or any such loss, misplacement or destruction, the funds represented by any such lost, misplaced or destroyed cashier's check shall survive repayment constitute an Advance hereunder; (viii) the making of any wire transfer to an incorrect account or in an incorrect amount in accordance with instructions received from a Borrower, it being understood and agreed that, notwithstanding the Loans and all other amounts payable hereunder and termination of indemnity under this AgreementSection 10.01(b)(viii), the funds represented by any such wire shall constitute an Advance hereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification toto (including expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower 3 Business Days prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other counsel)periodic basis as such Agent shall deem appropriate, (iiib) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its documented and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, each Other Representative and the Administrative Agent and each of their and their affiliates’ respective officers, directors, employees, attorneys, affiliates, agents, members, partners and advisors (each, including each Lender and the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the reasonable and documented fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives, the Administrative Agent and Indemnitees and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower or (z) disputes between and among the Indemnitees (other than disputes involving the Administrative Agent or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. Without limiting the foregoing, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, and to the maximum extent permitted by applicable law, any right it may have the Borrower agrees not to claim assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or recover from any other party hereto 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 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the executionof, deliverythis Agreement, enforcement, performance and administration of this Agreement and the any other Loan DocumentsDocument or any agreement or instrument contemplated hereby, the transactions contemplated by this Agreement and the other hereby or thereby, any Loan Documentsor Letter of Credit, or the use, or proposed use, of proceeds use of the Loansproceeds thereof; provided provided, that nothing contained in this paragraph (b) shall the foregoing will not limit the Borrower’s indemnification provisions contained indemnity obligations set forth above. No Indemnitee referred to in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. clause (d) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder hereunder. This Section 11.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or other costs and termination of this Agreementexpenses arising from any non-Tax claim.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) Sellers agree jointly and severally to pay reasonably promptly following demand all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred of Buyer, the Group Agents and the Purchasers in connection with the preparation, negotiation execution, delivery, modification, administration, amendment and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration enforcement of the transactions contemplated hereby and therebyTransaction Documents (including, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)without limitation, (iiii) to pay or reimburse the Administrative Agent for all its costs collateral review and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents UCC search and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, filing expenses; (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (Aii) the reasonable fees and disbursements expenses of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workoutcounsel, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the preparation, 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Transaction Documents; (iii) all initial and periodic audit costs (subject to the limitations set forth in Paragraph 11(h) of the Letter Agreement), (iv) all rating agency fees, and (v) the reasonable fees and expenses of counsel for Buyer, the transactions contemplated by this Agreement Group Agents and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person Purchasers with respect to Indemnified Liabilities arising from or advising it in connection with (A) the gross negligence post-closing administration of this Agreement or willful misconduct of such Indemnified Person or the other Transaction Documents; (B) any amendment, modification or waiver hereof or thereof; and (C) enforcement of any rights or remedies of Buyer, the material breach by Group Agents or the Purchasers hereunder or thereunder, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding, including presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding and any proceeds ancillary thereto. The obligation of Sellers jointly and severally to pay such Indemnified Person fees and expenses incurred prior to or in connection with the termination of this Agreement shall survive the express terms termination of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto In addition to the foregoing, the Sellers hereby waivesagree, jointly and severally, to indemnify and hold harmless each of the maximum extent permitted by applicable lawBuyer, the Group Agents, the Purchasers, any right it may have Affected Party, their respective successors, transferees, participants and assigns and all affiliates, officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (collectively, the “Indemnified Parties”) forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to claim as “Indemnified Amounts”) awarded against or recover from incurred by any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) of them arising out of or relating to this Agreement or the exercise or performance of any of its or their powers or duties, in respect of any Mortgage Loan, or related to its or their possession of, in connection or dealings with, or as a result of the executionPurchased Assets, deliveryexcluding, enforcementhowever, performance and administration of this Agreement and the other Loan Documentsany Indemnified Amounts resulting from gross negligence, the transactions contemplated by this Agreement and the other Loan Documentswillful misconduct, or unlawful collection activity directed against a Seller under a mortgage loan included in the use, or proposed use, Purchased Assets on the part of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) abovesuch Indemnified Party. (c) In If for any reason the case of an investigation, litigation or other proceeding indemnification provided in Paragraph 15(b) above is unavailable to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person Party or is insufficient to hold an Indemnified Party harmless, then the Sellers shall jointly and severally contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Sellers on the other hand but also the relative fault of such Indemnified Party as well as any other Personrelevant equitable considerations. Each party hereto agrees that it shall not assert any claim against any Indemnified Party for, whether and no Indemnified Party will have any liability for, special, indirect, consequential or not an Indemnified Person is otherwise a party to this Agreementpunitive damages in connection with the Transaction Documents, or the Transactions contemplated hereby. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. The Borrower agrees: (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Lenders, the Agent and their Affiliates and their respective officers, directors, employees, agents and advisors (collectively, the “Indemnitees”) for all its reasonable out-of-pocket and documented costs and expenses (including fees, charges and disbursements of legal counsel, including the fees, charges and disbursements of Cadwalader, Wxxxxxxxxx & Txxx LLP, counsel for the Agent) incurred in connection with (i) the preparation, preparation and negotiation and execution and delivery of, and any amendment, supplement or modification to, of this Agreement and the other Loan Documents Transaction Documents, (ii) any amendments, modifications or waivers of the provisions of this Agreement and any other documents prepared in connection herewith Transaction Document that are requested by any Credit Party (whether or therewith, and the consummation and administration of not the transactions thereby contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counselshall be consummated), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation by any Agent or Lender (including, without limitation, voluntary or involuntary debt reschedulings, forbearances and waivers) of any of their respective rights under this Agreement and the other Transaction Documents and (iv) the exercise of its rights under this Agreementthe Security Agreements including, the other Loan Documents and without limitation, all expenses of retaking, holding, redeeming, preparing for sale, selling or enforcing any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, Collateral; and (ivb) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), Indemnitees harmless from and against, against any and all other liabilities, losses, claims, damages damages, penalties, costs and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or relating to this Agreement and any other Transaction Document, any violation or noncompliance by the other Loan DocumentsBorrower or its Affiliates with or liability under any Requirement of Law or any orders, the transactions contemplated requirements or demands of any Governmental Authority related thereto or any action taken or omitted to be taken by this Agreement and the other Loan Documents, any Agent or the use, or proposed use, of proceeds Lender with respect to any of the Loans foregoing (all the foregoing in this clause (vi)foregoing, collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person the Indemnitees with respect to Indemnified Liabilities arising that (i) a court of competent jurisdiction by final and non-appealable judgment determines to have resulted from or in connection with (A) the gross negligence negligence, fraud or willful misconduct of such Indemnified Person any Indemnitee or (Bii) result from a proceeding that does not involve an act or omission by the material breach Borrower and that is brought by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from an Indemnitee against any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) aboveIndemnitee. (c) In To the case of an investigation, litigation or other proceeding extent that Borrower for any reason fails to which the indemnity in indefeasibly pay any amount required under this Section 10.5 applies, such indemnity shall to be effective whether paid by it to any Agent (or not such investigation, litigation any sub-agent thereof) or proceeding is brought by the Borrower, any Related Party of any of the Borrower’s directorsforegoing, security holders, affiliates, creditors, an Indemnified Person each Lender severally agrees to pay to such Agent (or any other Personsuch sub-agent) or such Related Party, whether or not an Indemnified Person is otherwise a party to this Agreement. as the case may be, such Lender’s Applicable Percentage (d) The agreements in this Section 10.5 shall survive repayment determined as of the Loans and all other amounts payable hereunder and termination time that the applicable unreimbursed expense or indemnity payment is sought) of this Agreement.such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent) in connection with such capacity..

Payment of Expenses Indemnity. (a) The Borrower Except as otherwise provided in Section 6.1(q) hereof, each Borrower, hereby agrees (i) to pay (within five (5) Business Days after the receipt of written notice from the Administrative Agent) its pro rata portion of all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebyAdministrative Agent (including, including without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred one designated law firm in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special each applicable jurisdiction acting as counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred by it in connection with the enforcementnegotiation, preparation, execution and delivery of this Credit Agreement, the Notes, and the other Loan Documents, any and all amendments, modifications and supplements thereof or at any time after the occurrence and during the continuance of a Default or thereto and, if an Event of DefaultDefault exists, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other all out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless fromand the Lenders (including, any without limitation, the reasonable attorneys’ fees of the Administrative Agent’s and all recording the Lenders’ legal counsel) reasonably and filing fees (for which each Bank has not been otherwise reimbursed actually incurred by the Borrower under this Agreement), if any, that may be payable or determined to be payable them in connection with the execution preservation and delivery of, or consummation or administration of any enforcement of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent Administrative Agent’s and the Lenders’ rights under or in respect of, this Credit Agreement, the Notes, and the other Loan Documents and any other documents prepared in connection herewith or therewith, and Documents. (vib) without duplication of any other provision contained in this Agreement or any Notes, Each Borrower hereby agrees to pay, indemnify and hold the Administrative each Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with of their respective Affiliates, directors, officers, employees, agentscounsel, trustees, advisors agents and Affiliates attorneys-in-fact (collectively, the “Indemnified PersonsIndemnitees”), harmless from and ) against, and to hold each Indemnitee harmless from, its pro rata share of any and all losses, claims, actions, judgments, suits, disbursements, penalties, damages (other than consequential damages), liabilities and liabilities related expenses and counsel fees and expenses (including, without limitation, the counsel fees and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending the enforcement of any of the foregoingLoan Documents against any Credit Party), incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection any way connected with, or as a result of of: (i) the execution, delivery, enforcement, performance delivery and administration enforcement of this Credit Agreement and the or any other Loan Documents, Document or any agreement or instrument contemplated thereby, (ii) the use or misuse of the proceeds of any Loans or Letters of Credit to such Borrower, (iii) the fraudulent actions or misrepresentations of any Credit Party or its Affiliates in connection with the transactions contemplated by this Credit Agreement and the other Loan Documents, or the useany breach by any Credit Party of its obligations under this Credit Agreement or any other Loan Document, or (iv) any claim, litigation, investigation or proposed use, of proceeds proceeding relating to any of the Loans (all the foregoing in this clause (vi)or relating to any transaction contemplated hereby, collectively, the “Indemnified Liabilities”)whether or not any Indemnitee is a party thereto; provided that the Borrower such indemnity shall have no obligation hereunder not, as to an Indemnified Person with respect any Indemnitee, apply to Indemnified Liabilities any such losses, claims, actions, judgments, suits, disbursements, penalties, damages, liabilities or related expenses arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. Indemnitee. Paragraph (b) Each party hereto hereby waivesof this Section shall not apply with respect to Taxes other than any Taxes that represent losses, to the maximum extent permitted by applicable lawclaims, any right it may have to claim or recover damages, etc. arising from any other party hereto non-Tax claim. USActive 58236919.3 -121- (c) Each Borrower agrees to indemnify and hold harmless the Agents and the Lenders from and against any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or loss incurred by any of them as a result of the execution, delivery, enforcement, performance and administration of any judgment or order being given or made for an amount due from such Borrower under or in connection with this Credit Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Loan Document and such judgment or order being paid or payable in a currency other than the applicable currency (the “Judgment Currency”) as a result of any variation as between (i) the rate of exchange at which the applicable currency amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which the relevant indemnified party is able to purchase the applicable currency with the amount of the Judgment Currency actually received by such Person. The foregoing indemnity shall constitute separate and independent obligations of the Borrowers and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, whether or not an Indemnified Person is otherwise a party to this Agreementconversion of, the relevant currency. (d) The agreements in this Section 10.5 shall survive repayment In addition to and without limiting the foregoing, each of the Loans Borrowers hereby agrees to indemnify and hold the Indemnitees harmless from and against, and agree to reimburse any Indemnitee on demand for, and agree to defend the Indemnitees against, any and all other amounts payable hereunder and termination of this AgreementEnvironmental Damages (as hereinafter defined), incurred by any Indemnitee. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO ENVIRONMENTAL DAMAGES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (OR ANY OTHER) INDEMNITEE. HOWEVER, SUCH INDEMNITY SHALL NOT APPLY TO A PARTICULAR INDEMNITEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT PARTICULAR INDEMNITEE.

Payment of Expenses Indemnity. (a) The Borrower agrees to: (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses of the Lender incurred in connection with the preparationits negotiation, negotiation and execution and delivery structuring, documenting, closing, administration or modification of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its Lender's rights under under, enforcement of, or any refinancing, renegotiation, restructuring or termination of, this AgreementAgreement or any other Credit Document or any instrument referred to therein or any amendment, waiver or consent relating thereto, including, without limitation, the other Loan Documents actual and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank for the Lender, and (Bii) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, pay and hold each Bank the Lender harmless from and the Administrative Agent harmless from, against any and all recording present and filing fees future stamp, documentary, property, ad valorem or other similar non-income taxes with respect to this Agreement, any Note or any other Credit Documents, any Collateral described therein, or any payments due thereunder, and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (for which each Bank has not been otherwise reimbursed b) In addition to the other amounts payable by the Borrower under this AgreementAgreement (including, without limitation, subsection (a) above), if any, that may be payable or determined the Borrower hereby agrees to be payable in connection with pay and indemnify 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and againstagainst all claims, any and all liabilities, losses, claimscosts and expenses (including, damages without limitation, actual and liabilities reasonable attorneys' fees and expenses) which the Lender may (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or than as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person Person) incur or be subjected to as a consequence, directly or indirectly, of (Bi) any actual or proposed use of any proceeds of the material Loans or any Credit Party's entering into or performing under any Credit Document, (ii) any breach by such Indemnified Person any Credit Party of any representation, warranty, covenant or condition in, or the occurrence of any other default under, this Agreement or any of the express terms other Credit Documents, including without limitation all reasonable attorney's fees or expenses resulting from the settlement or defense of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim claims or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) liabilities arising out of, in connection with, or as a result of any such breach or default, (iii) allegations of participation or interference by the executionLender in the management, deliverycontractual relations or other affairs of any Credit Party, enforcement(iv) the Lender's holding any Lien on or administering any of the Collateral, performance and administration (v) allegations that the Lender has joint liability with any Credit Party to any third party for any reason, or (vi) any suit, investigation or proceeding as to which the Lender is involved as a consequence, directly or indirectly, of its execution of this Agreement and or any of the other Loan Credit Documents, the transactions making of any Loan, the holding of any Lien on any of the Collateral or any other event or transaction contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this AgreementCredit Documents. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse the Administrative Other Representatives and each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification toto (including expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other counsel)periodic basis as such Agent shall deem appropriate, (iiib) to pay or reimburse the Administrative each Lender, each Other Representative and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender Other Representatives and Agent and each Agent together with of their and their affiliates’ respective officers, directors, officers, employees, attorneys, affiliates, agents, trusteesmembers, partners and advisors (each, including each Lender and Affiliates (collectivelyAgent, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the reasonable and documented fees and disbursements of one primary counsel to such Agents, Other Representatives and, Lenders and Indemnitees and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower or (z) disputes between and among the Indemnitees (other than disputes involving the Agents or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. Without limiting the foregoing, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, and to the maximum extent permitted by applicable law, any right it may have the Borrower agrees not to claim assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or recover from any other party hereto 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 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the executionof, deliverythis Agreement, enforcement, performance and administration of this Agreement and the any other Loan DocumentsDocument or any agreement or instrument contemplated hereby, the transactions contemplated by this Agreement and the other hereby or thereby, any Loan Documentsor Letter of Credit, or the use, or proposed use, of proceeds use of the Loansproceeds thereof; provided provided, that nothing contained the foregoing will not limit the Borrower’s indemnity obligations set forth above. No Indemnitee referred to in this paragraph (b) above shall limit be liable for any damages arising from the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case use by unintended recipients of an investigation, litigation any information or other proceeding materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to which have resulted primarily from the indemnity in this Section 10.5 appliesgross negligence, bad faith or willful misconduct of such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) Indemnitee. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreementhereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification toto (including expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one special counsel or local counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower two (but excluding 2) Business Days prior to the fees Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or expenses of any such other counsel), periodic basis as the Administrative Agent shall deem appropriate and (iiiii) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its documented and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one special counsel or local counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party. (vb) without duplication of any other provision contained in this Agreement or any Notes, The Borrower agrees (i) to pay, indemnify, and hold each Bank Lender, each Issuing Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 prepared in connection herewith or therewithdocuments, and (viii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, each Other Representative and the Administrative Agent and each of their and their affiliates’ respective officers, directors, employees, attorneys, affiliates, agents, members, partners and advisors (each, including each Lender and the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the reasonable and documented fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives, the Administrative Agent and Indemnitees and, to the extent reasonably determined by the Administrative Agent to be necessary, one special counsel or local counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party (all the foregoing in this clause (vib)(ii), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower or (z) disputes between and among the Indemnitees (other than disputes involving the Administrative Agent or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. (bc) Each party hereto hereby waivesWithout limiting the foregoing, and to the maximum extent permitted by applicable law, any right it may have the Borrower agrees not to claim or recover from any other party hereto any specialassert and to cause its Subsidiaries not to assert, indirectand hereby waives and agrees to cause its Subsidiaries to waive, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person all rights for contribution or any other Personrights of recovery with respect to all claims, whether demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or not nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, to the extent that any such rights or claims relate to or are connected with the relationship between the Indemnitee and the Borrower and its Subsidiaries arising from this Agreement or any other Loan Document or otherwise relate to any matter based on or related to the Facilities or the Loan Documents or the actions of an Indemnified Person is otherwise a party to this AgreementIndemnitee in connection with the Facilities or the Loan Documents. (d) The agreements in All amounts due under this Section 10.5 11.5 shall survive repayment of be payable not later than ten (10) days after written demand therefor. Statements payable by the Loans and all Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other amounts payable hereunder and termination of this AgreementPerson or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent.

Payment of Expenses Indemnity. The Borrowers agree upon the occurrence of the Closing Date (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Joint Lead Arrangers, the Joint Bookrunners, the Issuing Lenders, the Swingline Lender and the Administrative Agent (without duplication) for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation, negotiation delivery, administration, enforcement and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary outside counsel to the Administrative Agent Agent, the Issuing Lenders, the Swingline Lender, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or reasonably perceived conflicts where such Person informs the Borrowers of such conflict and retains such counsel, but excluding excluding, in any case the fees or expenses allocated costs of any other in-house counsel), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Representative on or prior to the Closing Date (iiiin the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable and documented fees and disbursements of the special one primary counsel to the Lenders, the Issuing Lenders, the Swingline Lender, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (ivwhich may include one special counsel acting in multiple jurisdictions) to pay (and in the case of an actual or reimburse each Bank for all its costs reasonably perceived conflict of interest by any of the foregoing Persons, where such Person informs the Borrowers of such conflict and expenses incurred in connection with the enforcementretains such counsel, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of additional counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditaffected Person), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notesjointly and severally, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, the Swingline Lender, the Administrative Agent, each Global Coordinator, each Joint Lead Arranger, each BankJoint Bookrunner, each Issuing Bank, each Swingline Lender and each Agent together with of their respective directorsAffiliates that are providing services in connection with the financing contemplated by this Agreement and each member, officersofficer, employeesdirector, agentspartner, trusteestrustee, advisors employee, agent, advisor, controlling person of the foregoing, other representative of the foregoing, and Affiliates successor and assign of the foregoing (collectivelyeach, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other claims, liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person nature whatsoever with respect to or arising out of or in connection with investigating or defending the Acquisition, the transactions contemplated hereby, any of the foregoing), incurred by any Indemnified Person arising out of, transactions contemplated in connection with, or as a result of therewith and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the transactions contemplated by this Agreement and the Borrowers, any other Loan DocumentsParty or any other Person), or including any of the use, or proposed use, foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to Holdings or any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or reasonably perceived conflict of interest by an Indemnitee, where such Person informs the Borrowers of such conflict and retains such counsel, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.18, 2.19 and 2.21 (which shall be the sole remedy in respect of the matters set forth therein); ), provided that the Borrower Borrowers shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or Indemnitee, (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, AND PROVIDED FURTHER THAT(C) any dispute that does not involve an act or omission by the Borrowers, SUBJECT TO THE LIMITATIONS DESCRIBED HEREINHoldings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. Joint Lead Arranger, Joint Bookrunner, Swingline Lender, Issuing Lender or similar role hereunder), or (bD) Each party hereto hereby waivesdirectly and exclusively caused, with respect to the maximum extent permitted by applicable lawviolation of, noncompliance with or liability under, any right it Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure, or (ii) settlements entered into by such person without the Top Borrower’s written consent (such consent to not be unreasonably withheld, conditioned or delayed). All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrowers pursuant to this Section 11.5 shall be submitted to the Borrowers at the address of the Borrowers set forth in Section 11.2, or to such other Person or address as may have be hereafter designated by the Borrowers in a written notice to claim the Administrative Agent. This Section 11.5 shall not apply with respect to Taxes (other than any Taxes that represent losses, claims or recover damages arising from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, non-Tax claim). The agreements in connection with, or as a result of this Section 11.5 shall survive the execution, delivery, enforcement, performance and administration termination of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreementhereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees to: (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses of the Agent and each Lender incurred in connection with the preparationits negotiation, negotiation and execution and delivery structuring, documenting, closing, administration or modification of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its Lender's rights under under, enforcement of, or any refinancing, renegotiation, restructuring or termination of, this Agreement, the Agreement or any other Loan Documents and Document or any other documents prepared in connection herewith instruments referred to therein or therewithany amendment, including the reasonable fees and disbursements of the special counsel to the Administrative Agentwaiver or consent relating thereto, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcementincluding, or at any time after the occurrence and during the continuance of a Default or an Event of Defaultwithout limitation, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel for the Agent and each Lender (provided that counsel fees, as opposed to such Bank disbursements, shall be limited to $25,000 for work performed through the Closing Date), and (Bii) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, pay and hold the Agent and each Bank Lender harmless from and the Administrative Agent harmless from, against any and all recording present and filing fees future stamp, documentary, property, ad valorem or other similar non-income taxes with respect to this Agreement, any Note or any other Loan Documents, any Collateral described therein, or any payments due thereunder, and save the Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (for which each Bank has not been otherwise reimbursed b) In addition to the other amounts payable by the Borrower under this AgreementAgreement (including, without limitation, subsection (a) above), (1) the Borrower and each other Credit Party hereby jointly and severally agrees to pay and indemnify the Agent and each Lender and their respective affiliates, if anyofficers, that directors, employees, attorneys, and agents (each an "INDEMNIFIED PERSON") from and against all claims, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' fees and expenses) which the Agent or such Lender may incur or be payable subjected to as a consequence, directly or determined to be payable in connection with indirectly, of (i) any actual or proposed use of any proceeds of the execution and delivery ofLoans or any Credit Party's entering into or performing under any Loan Document, (ii) any breach by any Credit Party of any representation, warranty, covenant or condition in, 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 other documents prepared in connection herewith or therewith, and (vi) without duplication occurrence of any other provision contained in default under, this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing)other Loan Documents, incurred by including without limitation all reasonable attorney's fees or expenses resulting from the settlement or defense of any Indemnified Person claims or liabilities arising out of, in connection with, or as a result of any such breach or default, (iii) allegations of participation or interference by the executionAgent or any Lender in the management, deliverycontractual relations or other affairs of any Credit Party, enforcement(iv) the Agent or any Lender holding any Lien on or administering any of the Collateral, performance and administration (v) allegations that the Agent or any Lender has joint liability with any Credit Party to any third party for any reason, or (vi) any suit, investigation or proceeding as to which the Agent or any Lender is involved as a consequence, directly or indirectly, of its execution of this Agreement and or any of the other Loan Documents, the transactions making of any Loan, the holding of any Lien on any of the Collateral or any other event or transaction contemplated by this Agreement and or any of the other Loan Documents, and (2) reimburse each Indemnified Person, upon their demand, for any legal or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or other expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding, whether commenced or threatened (Awhether or not any such Person is a party to any action or proceeding out of which any such expenses arise), except, in the case of any Indemnified Person under clause (1) or (2), to the extent any such loss, claim, damage or liability is determined by a final judgment of a court of competent jurisdiction to be the result of the gross negligence or willful misconduct of such any Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEPerson. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. The Borrower shall: (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent Lender on demand for all of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution and delivery of, and any amendment, modification or supplement or modification to, this Agreement and the other or any waiver under, any Loan Documents Document and any other documents document prepared in connection herewith or therewith, and the consummation and administration consumption of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) without limitation the reasonable fees and disbursements of counsel to such Bank the Lender; (b) pay on demand all reasonable costs and expenses of the Lender, including without limitation, the reasonable fees and disbursements of counsel to the Lender, in connection with the occurrence or continuance of Event of Default and the enforcement, collection, protection or preservation (Bwhether through negotiation, legal proceedings or otherwise) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notesother Loan Document, to paythe Collateral, indemnifyany obligation or any right, remedy, power or privilege of the Lender hereunder or thereunder; (c) pay and hold each Bank the Lender harmless from and the Administrative Agent harmless from, against any and all present and future stamp, excise, recording and filing or other similar taxes or fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution execution, delivery, recording and delivery of, or consummation or administration filing of any of Loan Document and hold the transactions contemplated by, Lender harmless from and against any and all liabilities with respect to or any amendment, supplement resulting from ant delay or modification of, omission to pay such taxes or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and fees; and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold harmless the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective its directors, officers, employees, agents, trustees, advisors employees and Affiliates (collectively, the “Indemnified Persons”), agents and hold each of them harmless from and against, any and all liability, losses, claimsdamages, damages penalties, actions, judgments, suits, claim, costs, expenses and liabilities (disbursements, including without limitation the reasonable fees and shall reimburse each Indemnified Person upon demand for any reasonable legal or disbursement of counsel to the Lender and such other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing)parties, incurred by any Indemnified Person of them in connection with, arising out ofof or in any way relating to any investigation, claim, litigation or other proceeding, pending or threatened (whether or not any of them is designated a party thereto), in connection with, arising out of or as a result of the execution, delivery, enforcement, performance and administration of in any way related to this Agreement and the or any other Loan Documents, Document or any of the transactions contemplated by this Agreement and herein or therein or any use of the other Loan Documents, or the use, or proposed use, of proceeds of any Loan by the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”)Borrower; provided that the Borrower Lender shall have no obligation hereunder not be entitled to an Indemnified Person with respect to Indemnified Liabilities arising any indemnification for any of the foregoing resulting from or in connection with (A) the its gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction. If, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, and to the extent that, the indemnity obligations of the Borrower hereunder may be unenforceable for any reason, the Borrower hereby agrees to make the maximum extent permitted by contribution to the payment and satisfaction of each of such indemnity obligations which is permissible under applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Borrower agrees Pledgor shall: (i) to whether or not the transactions hereby contemplated are consummated, pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses of the Pledgee actually incurred in connection with the preparation, negotiation administration (both before and after the execution hereof and delivery of, including advice of counsel as to the rights and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration duties of the transactions contemplated hereby and thereby, including Pledgee with respect thereto) of the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses Pledgee incurred in connection with the enforcement or preservation of its rights under this Agreementunder, the other Loan Documents and any other documents prepared in connection herewith or therewithenforcement of, including the reasonable fees and disbursements of the special counsel to the Administrative Agentand, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, renegotiation or restructuring of its rights under this Agreement, the other Loan Documents Agreement and any other documents prepared in connection herewith amendment, waiver or therewithconsent relating thereto (including, including (A) without limitation, the reasonable fees and disbursements of counsel for the Pledgee, not to exceed actual fees and disbursements); (ii) pay and hold the Pledgee harmless from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to this Agreement and save the Pledgee harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay any such Bank taxes, charges or levies; and (Biii) other out-of-pocket expenses incurred during any workoutindemnify the Pledgee, restructuring or negotiations in respect of such Loans or Letters of Creditits officers, (v) without duplication of any other provision contained in this Agreement or any Notesdirectors, to payemployees, indemnify, representatives and agents from and hold each Bank and the Administrative Agent of them harmless from, against any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement)costs, if anylosses, that 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all lossesliabilities, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), actually incurred by any Indemnified Person arising out of, in connection with, of them (whether or as not any of them is designated a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damagesthereto) arising out of, in connection with, of or as a result by reason of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an any investigation, litigation or other proceeding related to which this Agreement or any transaction contemplated hereby, including, without limitation, the indemnity reasonable fees and disbursements of counsel, not to exceed actual fees and disbursements, incurred in this Section 10.5 applies, such indemnity shall be effective whether or not connection with any such investigation, litigation or proceeding is brought by other proceeding. Notwithstanding anything in this Agreement to the Borrowercontrary, the Pledgor shall not be responsible to the Pledgee or any officer, director, employee, representative or agent of the Borrower’s directorsforegoing (an "Indemnified Party") for any losses, security holdersdamages, affiliates, creditors, an liabilities or expenses which result from such Indemnified Person Party's gross negligence or any other Person, whether or not an Indemnified Person is otherwise a party willful misconduct. If and to this Agreement. (d) The agreements in the extent that the obligations of the Pledgor under this Section 10.5 11 are unenforceable for any reason, the Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Pledgor's obligations under this Section 11 shall survive repayment of the Loans and all other amounts payable hereunder and any termination of this Agreement.

Payment of Expenses Indemnity. Each of the Credit Parties jointly and severally agree, subject to the provisions of Section 4.5(b), (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent Agents and their Affiliates for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any syndication, amendment, supplement supplement, waiver or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 Credit Documents and any other documents prepared in connection herewith or therewith, and (viexcept with respect to Taxes, the payment of which are to be governed by Section 4.5) without duplication the consummation and administration of the transactions contemplated hereby and thereby (but limited, as to legal fees and expenses, to the out-of-pocket reasonable fees, disbursements and other charges of Xxxxx Xxxxx International LLP and Loyens & Loeff N.V. (or their successors from time to time) and up to one special and local counsel in respect of each relevant jurisdiction, as applicable), (b) to pay or reimburse all reasonable out-of-pocket expenses incurred by a Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any other provision contained in this Agreement Letter of Credit or any Notesdemand for payment thereunder, (c) to paypay or reimburse the Administrative Agent and the Collateral Agent (and their Affiliates) and each Letter of Credit Issuer (and if applicable, indemnify the Lenders to the extent described below) for all their reasonable and hold 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 (x) the out-of-pocket and documented reasonable fees, disbursements and other charges of counsel to the Administrative Agent, the Collateral Agent and the Lenders and (y) the reasonable and documented fees and costs for appraisals and field examinations to the extent required by Section 8.2 and the preparation of reports related thereto in each Global Coordinatorcalendar year, (c) to pay, indemnify, and hold harmless each Lender, each Lead ArrangerLetter of Credit Issuer and Agent (and their Affiliates) from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each BankLender, each Issuing Bank, each Swingline Lender Agent and each Agent together with of their Affiliates and their respective directors, officers, employees, agents, trustees, investment advisors and Affiliates agents (collectively, the “Indemnified PersonsIndemnitees”), harmless ) from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (and shall reimburse each Indemnified Person upon demand for other than any reasonable legal or other expenses incurred Taxes, the payment of which are to be governed by such Indemnified Person in connection with investigating or defending any of the foregoingSection 4.5), incurred by including reasonable out-of-pocket and documented fees, disbursements and other charges of one legal counsel and up to one special and local counsel in respect of each material and relevant area of law or jurisdiction (as applicable) and one additional counsel in the event of any Indemnified Person arising out ofconflict of interest, in connection with, or as a result of with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsCredit Documents and any such other documents, including, without limitation, any of the transactions contemplated foregoing relating to (i) the use of the proceeds of Loans and Letters of Credit (including any refusal by this Agreement and a Letter of Credit Issuer to honour 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), (ii) violation of, noncompliance with or liability under, any Environmental Law (other Loan Documentsthan by such indemnified person or any of its Related Parties) or to any actual or alleged presence, Release or threatened Release of Hazardous Materials involving or attributable to the operations of Parent, any of the Subsidiaries or any of the Real Estate, or the use(iii) any actual or prospective claim, litigation, investigation or proposed use, of proceeds proceeding 942882452.15 relating to any of the Loans foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); , provided that the Borrower Credit Parties shall have no obligation hereunder to an Indemnified Person any Agent or any Lender nor any other Indemnitee nor any of their respective Related Parties with respect to Indemnified Liabilities arising from or in connection with to the extent attributable to (Ai) the gross negligence or willful wilful misconduct of such Indemnified Person or the Indemnitee to be indemnified (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, final and non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. ) or (bii) Each party hereto hereby waives, any claims between Indemnitees and/or their Related Parties and not directly involving Parent or any of its Affiliates. All amounts payable under this Section 12.5 shall be paid within ten Business Days of receipt by the Administrative Borrower of written demand therefor or may be charged to the maximum Borrowers as Revolving Loans as described in Section 2.11(c). The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. To the extent that the Credit Parties fail to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders under the above paragraph, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the payment by any Lender of any such amount shall not relieve such Credit Party of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders in its capacity as such. To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any right it may have to claim or recover from against any other party hereto (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) or (ii) on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loansthereof; provided that that, nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) aboverelieve any Credit Party of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. The Borrower agrees: (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Lenders, the Agent and their Affiliates and their respective officers, directors, employees, agents and advisors (collectively, the “Indemnitees”) for all its reasonable out-of-pocket and documented costs and expenses (including fees, charges and disbursements of legal counsel, including the fees, charges and disbursements of Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel for the Agent) incurred in connection with (i) the preparation, preparation and negotiation and execution and delivery of, and any amendment, supplement or modification to, of this Agreement and the other Loan Documents Transaction Documents, (ii) any amendments, modifications or waivers of the provisions of this Agreement and any other documents prepared in connection herewith Transaction Document that are requested by any Credit Party (whether or therewith, and the consummation and administration of not the transactions thereby contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counselshall be consummated), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation by any Agent or Lender (including, without limitation, voluntary or involuntary debt reschedulings, forbearances and waivers) of any of their respective rights under this Agreement and the other Transaction Documents and (iv) the exercise of its rights under this Agreementthe Security Agreements including, the other Loan Documents and without limitation, all expenses of retaking, holding, redeeming, preparing for sale, selling or enforcing any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, Collateral; and (ivb) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), Indemnitees harmless from and against, against any and all other liabilities, losses, claims, damages damages, penalties, costs and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or relating to this Agreement and any other Transaction Document, any violation or noncompliance by the other Loan DocumentsBorrower or its Affiliates with or liability under any Requirement of Law or any orders, the transactions contemplated requirements or demands of any Governmental Authority related thereto or any action taken or omitted to be taken by this Agreement and the other Loan Documents, any Agent or the use, or proposed use, of proceeds Lender with respect to any of the Loans foregoing (all the foregoing in this clause (vi)foregoing, collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person the Indemnitees with respect to Indemnified Liabilities arising that (i) a court of competent jurisdiction by final and non-appealable judgment determines to have resulted from or in connection with (A) the gross negligence negligence, fraud or willful misconduct of such Indemnified Person any Indemnitee or (Bii) result from a proceeding that does not involve an act or omission by the material breach Borrower and that is brought by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from an Indemnitee against any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) aboveIndemnitee. (c) In To the case of an investigation, litigation or other proceeding extent that Borrower for any reason fails to which the indemnity in indefeasibly pay any amount required under this Section 10.5 applies, such indemnity shall to be effective whether paid by it to any Agent (or not such investigation, litigation any sub-agent thereof) or proceeding is brought by the Borrower, any Related Party of any of the Borrower’s directorsforegoing, security holders, affiliates, creditors, an Indemnified Person each Lender severally agrees to pay to such Agent (or any other Personsuch sub-agent) or such Related Party, whether or not an Indemnified Person is otherwise a party to this Agreement. as the case may be, such Lender’s Applicable Percentage (d) The agreements in this Section 10.5 shall survive repayment determined as of the Loans and all other amounts payable hereunder and termination time that the applicable unreimbursed expense or indemnity payment is sought) of this Agreement.such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent) in connection with such capacity..

Payment of Expenses Indemnity. The Borrowers agree upon the occurrence of the Closing Date (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Joint Lead Arrangers, the Joint Bookrunners, the Issuing Lenders, the Swingline Lender and the Administrative Agent (without duplication) for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation, negotiation delivery, administration, enforcement and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary outside counsel to the Administrative Agent Agent, the Issuing Lenders, the Swingline Lender, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or reasonably perceived conflicts where such Person informs the Borrowers of such conflict and retains such counsel, but excluding excluding, in any case the fees or expenses allocated costs of any other in-house counsel), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Representative on or prior to the Closing Date (iiiin the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable and documented fees and disbursements of the special one primary counsel to the Lenders, the Issuing Lenders, the Swingline Lender, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (ivwhich may include one special counsel acting in multiple jurisdictions) to pay (and in the case of an actual or reimburse each Bank for all its costs reasonably perceived conflict of interest by any of the foregoing Persons, where such Person informs the Borrowers of such conflict and expenses incurred in connection with the enforcementretains such counsel, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of additional counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditaffected Person), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notesjointly and severally, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, the Swingline Lender, the Administrative Agent, each Global Coordinator, each Joint Lead Arranger, each BankJoint Bookrunner, each Issuing Bank, each Swingline Lender of their respective Affiliates that are providing services in connection with the financing contemplated by this Agreement and each Agent together with their respective directorsmember, officersofficer, employeesdirector, agentspartner, trusteestrustee, advisors employee, agent, advisor, controlling person of the foregoing, other representative of the foregoing, and Affiliates successor and assign of the foregoing (collectivelyeach, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other claims, liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person nature whatsoever with respect to or arising out of or in connection with investigating or defending the Acquisition, the transactions contemplated hereby, any of the foregoing), incurred by any Indemnified Person arising out of, transactions contemplated in connection with, or as a result of therewith and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the transactions contemplated by this Agreement and the Borrowers, any other Loan DocumentsParty or any other Person), or including any of the use, or proposed use, foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to Holdings or any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or reasonably perceived conflict of interest by an Indemnitee, where such Person informs the Borrowers of such conflict and retains such counsel, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.18, 2.19 and 2.21 (which shall be the sole remedy in respect of the matters set forth therein); ), provided that the Borrower Borrowers shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or Indemnitee, (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, AND PROVIDED FURTHER THAT(C) any dispute that does not involve an act or omission by the Borrowers, SUBJECT TO THE LIMITATIONS DESCRIBED HEREINHoldings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. Joint Lead Arranger, Joint Bookrunner, Swingline Lender, Issuing Lender or similar role hereunder), or (bD) Each party hereto hereby waivesdirectly and exclusively caused, with respect to the maximum extent permitted by applicable lawviolation of, noncompliance with or liability under, any right it Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure, or (ii) settlements entered into by such person without the Top Borrower’s written consent (such consent to not be unreasonably withheld, conditioned or delayed). All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrowers pursuant to this Section 11.5 shall be submitted to the Borrowers at the address of the Borrowers set forth in Section 11.2, or to such other Person or address as may have be hereafter designated by the Borrowers in a written notice to claim the Administrative Agent. This Section 11.5 shall not apply with respect to Taxes (other than any Taxes that represent losses, claims or recover damages arising from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, non-Tax claim). The agreements in connection with, or as a result of this Section 11.5 shall survive the execution, delivery, enforcement, performance and administration termination of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreementhereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and negotiation, execution and delivery ofdelivery, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents documents prepared in connection herewith or therewith, any security arrangements in connection therewith 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 invoiced fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPcounsel (including local counsel in any relevant jurisdiction) to such parties and filing and recording fees and expenses, counsel with statements with respect to the Administrative Agent foregoing to be submitted to the Borrower prior to the Closing Date (but excluding in the fees or expenses case of any other counsel), amounts to be paid on the Closing Date) and from time to time thereafter and (iiiii) to pay or reimburse the Administrative each Lender and Agent for all its documented costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable invoiced fees and disbursements of counsel to such Bank parties and (B) other out-of-pocket any documented costs and expenses incurred during any workout, restructuring workout or negotiations in respect of such Loans or Letters of Credit, restructuring. (vb) without duplication of any other provision contained in this Agreement or any Notes, The Borrower agrees (i) to pay, indemnify, and hold each Bank Lender and the Administrative each Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement)fees, if any, that 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 prepared in connection herewith or therewithdocuments, and (viii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with and the Joint Bookrunners and their respective directorsaffiliates (including, officerswithout limitation, employeescontrolling persons) and each member, agentspartner, trusteesdirector, advisors officer, employee, advisor, agent, affiliate, successor, partner, member, representative and Affiliates assign of each of the forgoing (collectivelyeach, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans Term Loans, or violation of, noncompliance with or liability under, any Environmental Law relating to the presence, Release or threat of Releases of or exposure to any Materials of Environmental concern relating to any Group Member or any of the Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (viii), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from or in connection with (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Indemnified Person or (B) Persons. Without limiting the material breach by such Indemnified Person of the express terms of this Agreementforegoing, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum 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 to waive, all rights for contribution or any right it other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Indemnified Persons. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Chief Financial Officer, at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may have be hereafter designated by the Borrower in a written notice to claim or recover the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. Section 10.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any other non-Tax claim. (c) To the fullest extent permitted by applicable law, neither the Borrower nor any Indemnitee shall assert, and each of the Borrower and each Indemnitee does hereby waive, any claim against any party hereto hereto, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the executionof, deliverythis Agreement, enforcement, performance and administration of this Agreement and the any other Loan DocumentsDocument or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof; provided that the foregoing shall not limit the indemnification obligations of the Borrower under clause (b) above to the extent they arise from claims of third parties against an Indemnitee for such special, indirect, consequential or punitive damages. No Indemnitee 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 and or the other Loan Documents, Documents or the use, transactions contemplated hereby or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) abovethereby. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. Each of the Credit Parties jointly and severally agree, subject to the provisions of Section 4.5(b), (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent Agents and their Affiliates for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any syndication, amendment, supplement supplement, waiver or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 Credit Documents and any other documents prepared in connection herewith or therewith, and (viexcept with respect to Taxes, the payment of which are to be governed by Section 4.5) without duplication the consummation and administration of the transactions contemplated hereby and thereby (but limited, as to legal fees and expenses, to the out-of- pocket reasonable fees, disbursements and other charges of Xxxxx Xxxxx International LLP and Loyens & Loeff N.V. (or their successors from time to time) and up to one special and local counsel in respect of each relevant jurisdiction, as applicable), (b) to pay or reimburse all reasonable out-of-pocket expenses incurred by a Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any other provision contained in this Agreement Letter of Credit or any Notesdemand for payment thereunder, (c) to paypay or reimburse the Administrative Agent and the Collateral Agent (and their Affiliates) and each Letter of Credit Issuer (and if applicable, indemnify the Lenders to the extent described below) for all their reasonable and hold 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 (x) the out-of-pocket and documented reasonable fees, disbursements and other charges of counsel to the Administrative Agent, the Collateral Agent and the Lenders and (y) the reasonable and documented fees and costs for appraisals and field examinations to the extent required by Section 8.2 and the preparation of reports related thereto in each Global Coordinatorcalendar year, (c) to pay, indemnify, and hold harmless each Lender, each Lead ArrangerLetter of Credit Issuer and Agent (and their Affiliates) from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each BankLender, each Issuing Bank, each Swingline Lender Agent and each Agent together with of their Affiliates and their respective directors, officers, employees, agents, trustees, investment advisors and Affiliates agents (collectively, the “Indemnified PersonsIndemnitees”), harmless ) from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (and shall reimburse each Indemnified Person upon demand for other than any reasonable legal or other expenses incurred Taxes, the payment of which are to be governed by such Indemnified Person in connection with investigating or defending any of the foregoingSection 4.5), incurred by including reasonable out-of-pocket and documented fees, disbursements and other charges of one legal counsel and up to one special and local counsel in respect of each material and relevant area of law or jurisdiction (as applicable) and one additional counsel in the event of any Indemnified Person arising out ofconflict of interest, in connection with, or as a result of with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsCredit Documents and any such other documents, including, without limitation, any of the transactions contemplated foregoing relating to (i) the use of the proceeds of Loans and Letters of Credit (including any refusal by this Agreement and a Letter of Credit Issuer 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), (ii) violation of, noncompliance with or liability under, any Environmental Law (other Loan Documentsthan by such indemnified person or any of its Related Parties) or to any actual or alleged presence, Release or threatened Release of Hazardous Materials involving or attributable to the operations of Parent, any of the Subsidiaries or any of the Real Estate, or the use(iii) any actual or prospective claim, litigation, investigation or proposed use, of proceeds proceeding relating to any of the Loans foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); , provided that the Borrower Credit Parties shall have no obligation hereunder to an Indemnified Person any Agent or any Lender nor any other Indemnitee nor any of their respective Related Parties with respect to Indemnified Liabilities arising from or in connection with to the extent attributable to (Ai) the gross negligence or willful misconduct of such Indemnified Person or the Indemnitee to be indemnified (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, final and non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. ) or (bii) Each party hereto hereby waives, any claims between Indemnitees and/or their Related Parties and not directly involving Parent or any of its Affiliates. All amounts payable under this Section 12.5 shall be paid within ten Business Days of receipt by the Administrative Borrower of written demand therefor or may be charged to the maximum Borrowers as Revolving Loans as described in Section 2.11 (c). The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. To the extent that the Credit Parties fail to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders under the above paragraph, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the payment by any Lender of any such amount shall not relieve such Credit Party of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders in its capacity as such. To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any right it may have to claim or recover from against any other party hereto (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) or (ii) on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loansthereof; provided that that, nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) aboverelieve any Credit Party of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. The Borrowers agree upon the occurrence of the Effective Date (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lender and the Administrative Agent (without duplication) for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to the Administrative Agent Agent, the Issuing Lenders, the Swingline Lender, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (but excluding which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the fees case of actual or expenses perceived conflicts where such Person 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 informs the Borrowers of any other such conflict and retains such counsel), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Initial Borrower on or prior to the Effective Date (iiiin the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis, or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, each Issuing Lender, the Swingline Lender, and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable and documented fees and disbursements of the special one primary counsel to the Lenders, the Issuing Lenders, the Swingline Lender, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (ivwhich may include one special counsel acting in multiple jurisdictions) to pay (and in the case of an actual or reimburse each Bank for all its costs and expenses incurred in connection with perceived conflict of interest by any of the enforcementforegoing Persons, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of additional counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect affected Person where such Person informs the Borrower of such Loans or Letters of Creditconflict and retains such counsel), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, the Swingline Lender, the Administrative Agent, each Global Coordinator, each Joint Lead Arranger, each Bankthe Joint Bookrunners, each Issuing Bank, each Swingline Lender of their respective Affiliates that are providing services in connection with the financing contemplated by this Agreement and each Agent together with their respective directors, officers, employees, agents, trustees, advisors member (and Affiliates (collectively, the “Indemnified Persons”successors and assigns), officer, director, trustee, employee, agent and controlling person of the foregoing (each, an “Indemnitee”) harmless from and against, against any and all other claims, liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person nature whatsoever with respect to or arising out of or in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the transactions contemplated by this Agreement and the Borrowers, any other Loan DocumentsParty or any other Person), or including any of the use, or proposed use, foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or perceived conflict of interest by an Indemnitee, where such Person informs the Borrowers of such conflict and retains such counsel, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.18, 2.19 and 2.20 (which shall be the sole remedy in respect of the matters set forth therein); ), provided that the Borrower Borrowers shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or Indemnitee, (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, AND PROVIDED FURTHER THAT(C) any dispute that does not involve an act or omission by the Borrowers, SUBJECT TO THE LIMITATIONS DESCRIBED HEREINHoldings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. Joint Lead Arranger, Joint Bookrunner, Swingline Lender or Issuing Lender or similar role hereunder), (bD) Each party hereto hereby waivesdirectly and exclusively caused, with respect to the maximum extent permitted by applicable lawviolation of, noncompliance with or liability under, any right it may have Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure, or (E) with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or recover from any other party hereto any special(ii) settlements entered into by such person without the Borrowers’ written consent (such consent to not be unreasonably withheld, indirect, punitive conditioned or consequential damages delayed). All amounts due under this Section 11.5 shall be payable not later than ten (as opposed 10) days after written demand therefor. Statements payable by the Borrowers pursuant to direct or actual damages) arising out of, this Section 11.5 shall be submitted to the Borrower Representative at the address of the Borrower Representative set forth in connection withSection 11.2, or to such other Person or address as may be hereafter designated by the Borrowers in a result of written notice to the execution, delivery, enforcement, performance and administration Administrative Agent. The agreements in this Section 11.5 shall survive the termination of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreementhereunder.

Payment of Expenses Indemnity. (a) The Borrower Company agrees (i) to pay all reasonable and documented out-of-pocket expenses of incurred by the Global Coordinators associated Administrative Agent, the Collateral Agent, each Issuing Lender and each other Agent in connection with the syndication of the Facility, Facilities (iiother than fees payable to syndicate members) to pay or reimburse and the Administrative Agent for all its reasonable out-of-pocket costs preparation and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, administration of this Agreement and the other Loan Documents and any other documents prepared or in connection herewith with any amendments, modifications or therewith, and the consummation and administration waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to shall be consummated) or incurred by the Administrative Agent, the Collateral Agent, each Issuing Lender, each other Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred Lender in connection with the enforcement or preservation of its rights under in connection with this Agreement, Agreement and the other Loan Documents and any other documents prepared or in connection herewith with the Loans made or therewithLetters of Credit issued hereunder, including the reasonable fees and documented fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the special Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or preservation, the fees, charges and disbursements of any other counsel to for the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of DefaultCollateral Agent, the preservationIssuing Lender, each other Agent and any Lender; provided that such payment or reimbursement obligation shall be limited to a single law firm in any jurisdiction (absent an actual conflict of its rights under this Agreementinterest). (b) The Company agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, each Issuing Lender and each other Loan Documents Agent and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration Related Party 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 other documents prepared in connection herewith or therewithforegoing Persons (each such Person being called an “Indemnitee”) against, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), Indemnitee harmless from and againstfrom, any and all losses, claims, damages damages, liabilities and liabilities (related expenses, including reasonable and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses documented counsel fees, charges and disbursements to the extent incurred by such Indemnified Person in connection with investigating or defending asserted against any of the foregoing), incurred by any Indemnified Person Indemnitee arising out of, in connection with, or as a result of (i) the execution, delivery, enforcement, performance and administration execution or delivery of this Agreement and the or any other Loan DocumentsDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated by this Agreement and hereby or thereby (including the other Loan Documentssyndication of the Facilities), or (ii) the use, or proposed use, use of the proceeds of the Loans or issuance of Letters of Credit, (all iii) any claim, litigation, investigation or proceeding relating to any of the foregoing in this clause foregoing, whether or not any Indemnitee is a party thereto (viand regardless of whether such matter is initiated by a third party or by the Company, any other Loan Party or any of their respective Affiliates), collectivelyor (iv) any actual or alleged presence or release of Materials of Environmental Concern on or from any Property currently or formerly owned, occupied or operated by the “Indemnified Liabilities”)Company or any of the Subsidiaries, or any Environmental Liability related in any way to the Company or its Subsidiaries or any of their respective properties; provided that the Borrower such indemnity shall have no obligation hereunder not, as to an Indemnified Person any Indemnitee, be available with respect to Indemnified Liabilities arising from any losses, claims, damages, liabilities or in connection with related expenses to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (1) the bad faith, gross negligence or willful misconduct of such Indemnified Person Indemnitee or (2) disputes arising solely among Indemnitees (other than any Agent or its Related Parties in its capacity as an Agent hereunder) and that do not involve any act or omission by the Company or its Subsidiaries or its controlled Affiliates or (B) arise from any settlement of any proceeding effected without the material breach by Company’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Company’s written consent, or if there is a judgment against an Indemnitee in any such Indemnified Person of proceeding, the express terms of this Agreement, Company agrees to indemnify and hold harmless each Indemnitee in the case manner set forth in this Section 10.05(b) (provided that the Company’s consent shall not be required to effect any settlement of each any such proceeding if an Event of Default has occurred and is continuing at the foregoing clauses time such settlement is to be effected; provided, further that, if at any time an Indemnitee shall have requested in accordance with this Agreement that the Company reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any proceeding, the Company shall be liable for any settlement of any proceeding effected without the Company’s written consent if (Ax) such settlement is entered into more than 30 days after receipt by the Company of such request for reimbursement and (By) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, the Company shall not have reimbursed such Indemnitee in accordance with such request prior to the maximum date of such settlement). Without limiting the foregoing, and to the extent permitted by applicable law, the Company 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 right 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 the Indemnitee. All amounts due under this Section 10.05 shall be payable promptly after written demand upon the Company therefor together with a reasonably detailed invoice. Statements payable by the Company pursuant to this Section 10.05 shall be submitted to Chief Financial Officer (Telephone No. 000-000-0000) (Fax No. 000-000-0000), at the address of the Company set forth in Section 10.02, or to such other Person or address as may be hereafter designated by the Company in a notice to the Administrative Agent. (c) To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, any Issuing Lender or any other Agent under paragraph (a) or (b) of this Section 10.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, such Issuing Lender or such other Agent, as the case may have to be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, such Issuing Lender or such other Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Aggregate Exposure at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, none of the parties hereto shall assert, and each party hereto and each Indemnitee hereby waives, any claim or recover from against any other party hereto hereto, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the executionproceeds thereof; provided that the foregoing shall not relieve the Company of its indemnification obligations set forth in Section 10.05(b) to the extent any Indemnitee is found so liable. (e) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, deliverythe consummation of the transactions contemplated hereby, enforcementthe repayment of any of the Loans, performance and administration the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other PersonLoan Document, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment any investigation made by or on behalf of the Loans and all Administrative Agent, the Collateral Agent, any Lender, any Issuing Lender or any other amounts payable hereunder and termination of this AgreementAgent.

Payment of Expenses Indemnity. (a) The Borrower agrees to: (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses of any Agent and each Lender incurred in connection with the preparationits negotiation, negotiation and execution and delivery structuring, documenting, closing, administration or modification of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its Lender’s rights under under, enforcement of, or any refinancing, renegotiation, restructuring or termination of, this Agreement, the Agreement or any other Loan Documents and Document or any other documents prepared in connection herewith instruments referred to therein or therewithany amendment, including the reasonable fees and disbursements of the special counsel to the Administrative Agentwaiver or consent relating thereto, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcementincluding, or at any time after the occurrence and during the continuance of a Default or an Event of Defaultwithout limitation, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel for the Agent and each Lender (provided that counsel fees, as opposed to such Bank disbursements, shall be limited to $25,000 for work performed through the Closing Date), and (Bii) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, pay and hold the Agent and each Bank Lender harmless from and the Administrative Agent harmless from, against any and all recording present and filing fees future stamp, documentary, property, ad valorem or other similar non-income taxes with respect to this Agreement, any Note or any other Loan Documents, any Collateral described therein, or any payments due thereunder, and save the Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (for which each Bank has not been otherwise reimbursed b) In addition to the other amounts payable by the Borrower under this AgreementAgreement (including, without limitation, subsection (a) above), if any(i) the Borrower and each other Credit Party hereby jointly and severally agrees to pay and indemnify the Agent and each Lender and their respective affiliates, that officers, directors, employees, attorneys, and agents (each an “Indemnified Person”) from and against all claims, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) which the Agent or such Lender may incur or be payable subjected to as a consequence, directly or determined to be payable in connection with indirectly, of (1) any actual or proposed use of any proceeds of the execution and delivery ofLoans or any Credit Party’s entering into or performing under any Loan Document, (2) any breach by any Credit Party of any representation, warranty, covenant or condition in, 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 other documents prepared in connection herewith or therewith, and (vi) without duplication occurrence of any other provision contained in default under, this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing)other Loan Documents, incurred by including without limitation all reasonable attorney’s fees or expenses resulting from the settlement or defense of any Indemnified Person claims or liabilities arising out of, in connection with, or as a result of any such breach or default, (3) allegations of participation or interference by any Agent or any Lender in the executionmanagement, deliverycontractual relations or other affairs of any Credit Party, enforcement(4) any Agent or any Lender holding any Lien on or administering any of the Collateral, performance and administration (5) allegations that any Agent or any Lender has joint liability with any Credit Party to any third party for any reason, or (6) any suit, investigation or proceeding as to which any Agent or any Lender is involved as a consequence, directly or indirectly, of its execution of this Agreement and or any of the other Loan Documents, the transactions making of any Loan, the holding of any Lien on any of the Collateral or any other event or transaction contemplated by this Agreement and or any of the other Loan Documents, and (ii) reimburse each Indemnified Person, upon their demand, for any legal or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or other expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding, whether commenced or threatened (Awhether or not any such Person is a party to any action or proceeding out of which any such expenses arise), except, in the case of any Indemnified Person under clause (i) or (ii), to the extent any such loss, claim, damage or liability is determined by a final judgment of a court of competent jurisdiction to be the result of the gross negligence or willful misconduct of such any Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEPerson. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Initial Borrower agrees to pay (within thirty (30) days after the receipt of written notice from the Administrative Agent) (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of one designated law firm in each applicable jurisdiction acting as counsel to the Administrative Agent) reasonably and actually incurred by it in connection with the negotiation, preparation, negotiation and execution and delivery ofof this Credit Agreement, and any amendmentthe Notes, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith and all amendments, modifications, waivers and supplements thereof or therewith, thereto and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iiiii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or if an Event of DefaultDefault exists, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other all out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless fromand the Lenders (including, any without limitation, the reasonable attorneys’ fees of the Administrative Agent’s and all recording and filing fees (for which each Bank has not been otherwise reimbursed the Lenders’ legal counsel) reasonably incurred by the Borrower under this Agreement), if any, that may be payable or determined to be payable them in connection with the execution preservation and delivery of, or consummation or administration of any enforcement of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent Administrative Agent’s and the Lenders’ rights under or in respect of, this Credit Agreement, the Notes, and the other Loan Documents Documents. (b) The Initial Borrower agrees to indemnify each of the Agents and any other documents prepared in connection herewith or therewith, the Lenders and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agentsattorneys and agents (each such Person, trusteesincluding, advisors without limitation, each of the Agents and Affiliates (collectivelythe Lenders, the being called an “Indemnified PersonsIndemnitee”)) against, and to hold each Indemnitee harmless from and againstfrom, any and all losses, claims, actions, judgments, suits, disbursements, penalties, damages (other than consequential damages), liabilities and liabilities related expenses and counsel fees and expenses (including, without limitation, the counsel fees and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending the enforcement of any of the foregoingLoan Documents against any Borrower), incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection any way connected with, or as a result of of: (i) the execution, delivery, enforcement, performance delivery and administration enforcement of this Credit Agreement and the or any other Loan Documents, Document or any agreement or instrument contemplated thereby; (ii) the use or misuse of the proceeds of the Loans; (iii) the fraudulent actions or misrepresentations of any Borrower or its Affiliates in connection with the transactions contemplated by this Credit Agreement and the other Loan Documents, or the useany breach by any Borrower of its obligations under this Credit Agreement or any other Loan Document; or (iv) any claim, litigation, investigation or proposed use, of proceeds proceeding relating to any of the Loans (all the foregoing in this clause (vi)or relating to any transaction contemplated hereby, collectively, the “Indemnified Liabilities”)whether or not any Indemnitee is a party thereto; provided that the Borrower such indemnity shall not, as to any Indemnitee, apply to any such losses, claims, actions, judgments, suits, disbursements, penalties, damages, liabilities or related expenses as determined by a court of competent jurisdiction by final and nonappealable judgment to have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising resulted from or in connection with (A) the gross negligence negligence, fraud, bad faith or willful misconduct of such Indemnified Person Indemnitee or (Bfrom any dispute between or among the Indemnitees and not involving any Borrower; provided further that this Section 12.5(b) the material breach by such Indemnified Person of the express terms of this Agreementshall not apply with respect to Taxes other than any Taxes that represent losses, in the case of each of the foregoing clauses (A) and (B) as determined by a finalclaims, damages or like items arising from any non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) aboveTax claim. (c) In the case of an investigationWITHOUT LIMITATION OF AND SUBJECT TO THE FOREGOING, litigation or other proceeding to which the indemnity in this Section 10.5 appliesTHE INITIAL BORROWER INTENDS AND AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO ALL CLAIMS, such indemnity shall be effective whether or not such investigationDAMAGES, litigation or proceeding is brought by the BorrowerLOSSES, any of the Borrower’s directorsLIABILITIES, security holdersAND EXPENSES (INCLUDING, affiliatesWITHOUT LIMITATION, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this AgreementTHE REASONABLE FEES AND EXPENSES OF COUNSEL) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OR CLAIMS OF NEGLIGENCE OF SUCH OR ANY OTHER INDEMNITEE OR ANY STRICT LIABILITY OR CLAIMS OF STRICT LIABILITY. (d) The agreements in provisions of this Section 10.5 12.5 shall survive termination of this Credit Agreement, and shall remain operative and in full force and effect regardless of the expiration of the Commitment Period, the consummation of the transactions contemplated hereby, the repayment of the Loans and all other amounts payable hereunder and termination Loans, the occurrence of the Maturity Date, the invalidity, illegality, or unenforceability of any term or provision of this AgreementCredit Agreement or any other Loan Document, or any investigation made by or on behalf of the Lenders. All amounts due under this Section 12.5 shall be payable promptly on written demand therefor.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iiiii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iviii) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans, (viv) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 other documents prepared in connection herewith or therewith, and (viv) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each the Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender Arranger and each Agent Bank together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (viv), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. This provision shall not apply to Taxes other than Taxes arising from a non-Tax claim. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all Company shall reimburse the Lender for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and charges of attorneys for the Lender, which attorneys may be employees of the Global Coordinators associated Lender) paid or incurred by the Lender in connection with the syndication preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Facility, (ii) Related Documents. The Company also agrees to pay or reimburse the Administrative Agent Lender for all its reasonable any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Lender, which attorneys may be employees of the Lender) paid or incurred by the Lender in connection with the collection and enforcement of the Related Documents. Expenses being reimbursed by the Company under this Section include costs and expenses incurred in connection with the preparationReports described in the following sentence. The Company acknowledges that from time to time U.S. Bank may prepare certain audit reports (the “Reports”) pertaining to the Company’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Company, negotiation and execution and delivery ofafter U.S. Bank has exercised its rights of inspection pursuant to this Agreement. (b) The Company hereby further agrees to indemnify the Lender, its affiliates, and each Related Party of any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby foregoing Persons (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and thereby, expenses (including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or all expenses of litigation or preparation therefor whether or not the Lender or any other counsel), (iiiaffiliate is a party thereto) to which any of them may pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement incur arising out of or preservation of its rights under relating to this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Related Documents, the transactions contemplated by this Agreement and the other Loan Documents, hereby or the use, direct or indirect application or proposed use, application of the proceeds of the Loans (all Loan except to the foregoing extent that they are determined in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall a final non-appealable judgment by a court of competent jurisdiction to have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising resulted from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in party seeking indemnification. In the case of each any investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a third party, by the Company or by an affiliate of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCECompany. (bc) Each party hereto hereby waives, to To the maximum extent permitted by applicable lawlaw (i) the Company shall not assert, and the Company hereby waives, any right it may have to claim against any Indemnitee for any damages arising from the use by others of information or recover from other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto hereto, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the executionof, deliverythis Agreement, enforcementany other Related Document, performance and administration of this Agreement and the other Loan Documentsor any agreement or instrument contemplated hereby or thereby, the transactions contemplated by this Agreement and hereby or thereby, the other Loan Documents, or the use, or proposed use, of proceeds use of the Loansproceeds thereof; provided that that, nothing contained in this paragraph clause (bc)(ii) shall limit relieve the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case Company of any obligation it may have to indemnify an investigationIndemnitee against special, litigation indirect, consequential or other proceeding to which the indemnity in this Section 10.5 applies, punitive damages asserted against such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought Indemnitee by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreementthird party. (d) All amounts due under this Section shall be payable promptly after written demand therefor. (e) The agreements in this Section 10.5 shall survive repayment of the Loans Obligations and all other amounts payable hereunder and termination of this Agreementhereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees to: (i) to ------------------------------ pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses of the Lender incurred in connection with the preparationits negotiation, negotiation and execution and delivery structuring, documenting, closing, administration or modification of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its Lender's rights under under, enforcement of, or any refinancing, renegotiation, restructuring or termination of, this Agreement, the other Loan Documents and Agreement or any other documents prepared in connection herewith Credit Document or therewithany instruments referred to therein or any amendment, including the reasonable fees and disbursements of the special counsel to the Administrative Agentwaiver or consent relating thereto, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcementincluding, or at any time after the occurrence and during the continuance of a Default or an Event of Defaultwithout limitation, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank for the Lender, and (Bii) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, pay and hold each Bank the Lender harmless from and the Administrative Agent harmless from, against any and all recording present and filing fees future stamp, documentary, property, ad valorem -- ------- or other similar non-income taxes with respect to this Agreement, the Note or any other Credit Documents, any Collateral described therein, or any payments due thereunder, and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (for which each Bank has not been otherwise reimbursed b) In addition to the other amounts payable by the Borrower under this AgreementAgreement (including, without limitation, subsection (a) above), if any, that may be payable or determined the Borrower hereby agrees to be payable in connection with pay and indemnify 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and againstagainst all claims, any and all liabilities, losses, claimscosts and expenses (including, damages without limitation, reasonable attorneys' fees and liabilities expenses) which the Lender may (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or than as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person Person) incur or be subjected to as a consequence, directly or indirectly, of (Bi) any actual or proposed use of any proceeds of the material Loan or any Credit Party's entering into or performing under any Credit Document, (ii) any breach by such Indemnified Person any Credit Party of any representation, warranty, covenant or condition in, or the occurrence of any other default under, this Agreement or any of the express terms other Credit Documents, including without limitation all reasonable attorney's fees or expenses resulting from the settlement or defense of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim claims or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) liabilities arising out of, in connection with, or as a result of any such breach or default, (iii) allegations of participation or interference by the executionLender in the management, deliverycontractual relations or other affairs of any Credit Party, enforcement(iv) the Lender's holding any Lien on or administering any of the Collateral, performance and administration (v) allegations that the Lender has joint liability with any Credit Party to any third party for any reason, or (vi) any suit, investigation or proceeding as to which the Lender is involved as a consequence, directly or indirectly, of its execution of this Agreement and or any of the other Loan Credit Documents, the transactions making of the Loan, the holding of any Lien on any of the Collateral or any other event or transaction contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this AgreementCredit Documents. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Borrower Except as otherwise provided in Section 6.1(q) hereof, each Borrower, hereby agrees (i) to pay (within five (5) Business Days after the receipt of written notice from the Administrative Agent) its pro rata portion of all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebyAdministrative Agent (including, including without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred one designated law firm in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special each applicable jurisdiction acting as counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred by it in connection with the enforcementnegotiation, preparation, execution and delivery of this Credit Agreement, the Notes, and the other Loan Documents, any and all amendments, modifications and supplements thereof or at any time after the occurrence and during the continuance of a Default or thereto and, if an Event of DefaultDefault exists, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other all out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless fromand the Lenders (including, any without limitation, the reasonable attorneys’ fees of the Administrative Agent’s and all recording the Lenders’ legal counsel) reasonably and filing fees (for which each Bank has not been otherwise reimbursed actually incurred by the Borrower under this Agreement), if any, that may be payable or determined to be payable them in connection with the execution preservation and delivery of, or consummation or administration of any enforcement of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent Administrative Agent’s and the Lenders’ rights under or in respect of, this Credit Agreement, the Notes, and the other Loan Documents and any other documents prepared in connection herewith or therewith, and Documents. (vib) without duplication of any other provision contained in this Agreement or any Notes, Each Borrower hereby agrees to pay, indemnify and hold the Administrative each Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with of their respective Affiliates, directors, officers, employees, agentscounsel, trustees, advisors agents and Affiliates attorneys-in-fact (collectively, the “Indemnified PersonsIndemnitees”), harmless from and ) against, and to hold each Indemnitee harmless from, its pro rata share of any and all losses, claims, actions, judgments, suits, disbursements, penalties, damages (other than consequential damages), liabilities and liabilities related expenses and counsel fees and expenses (including, without limitation, the counsel fees and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending the enforcement of any of the foregoingLoan Documents against any Credit Party), incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection any way connected with, or as a result of of: (i) the execution, delivery, enforcement, performance delivery and administration enforcement of this Credit Agreement and the or any other Loan DocumentsDocument or any agreement or instrument contemplated thereby, (ii) the use or misuse of the proceeds of any Loans or Letters of Credit to such Borrower, USActive 58236919.3 -117- (iii) the fraudulent actions or misrepresentations of any Credit Party or its Affiliates in connection with the transactions contemplated by this Credit Agreement and the other Loan Documents, or the useany breach by any Credit Party of its obligations under this Credit Agreement or any other Loan Document, or (iv) any claim, litigation, investigation or proposed use, of proceeds proceeding relating to any of the Loans (all the foregoing in this clause (vi)or relating to any transaction contemplated hereby, collectively, the “Indemnified Liabilities”)whether or not any Indemnitee is a party thereto; provided that the Borrower such indemnity shall have no obligation hereunder not, as to an Indemnified Person with respect any Indemnitee, apply to Indemnified Liabilities any such losses, claims, actions, judgments, suits, disbursements, penalties, damages, liabilities or related expenses arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. Indemnitee. Paragraph (b) Each party hereto hereby waivesof this Section shall not apply with respect to Taxes other than any Taxes that represent losses, to the maximum extent permitted by applicable lawclaims, any right it may have to claim or recover damages, etc. arising from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) abovenon-Tax claim. (c) In Each Borrower agrees to indemnify and hold harmless the case of an investigation, litigation or other proceeding to which Agents and the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought Lenders from and against any loss incurred by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, them as a result of any judgment or order being given or made for an Indemnified Person amount due from such Borrower under or in connection with this Credit Agreement or any other Loan Document and such judgment or order being paid or payable in a currency other than the applicable currency (the “Judgment Currency”) as a result of any variation as between (i) the rate of exchange at which the applicable currency amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which the relevant indemnified party is able to purchase the applicable currency with the amount of the Judgment Currency actually received by such Person. The foregoing indemnity shall constitute separate and independent obligations of the Borrowers and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, whether or not an Indemnified Person is otherwise a party to this Agreementconversion of, the relevant currency. (d) The agreements in this Section 10.5 shall survive repayment In addition to and without limiting the foregoing, each of the Loans Borrowers hereby agrees to indemnify and hold the Indemnitees harmless from and against, and agree to reimburse any Indemnitee on demand for, and agree to defend the Indemnitees against, any and all other amounts payable hereunder and termination of this AgreementEnvironmental Damages (as hereinafter defined), incurred by any Indemnitee. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO ENVIRONMENTAL DAMAGES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (OR ANY OTHER) INDEMNITEE. HOWEVER, SUCH INDEMNITY SHALL NOT APPLY TO A PARTICULAR INDEMNITEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT PARTICULAR INDEMNITEE.

Payment of Expenses Indemnity. (a) The Borrower agrees shall pay, whether or not this Agreement becomes effective on the Effective Date or any Advance is made, on demand, (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable and customary out-of-pocket costs and expenses incurred in connection by the Lender, including documentation and diligence fees and expenses associated with the preparationentering into, negotiation negotiating, preparing, reviewing and execution and delivery of, and any amendment, supplement or modification to, executing this Agreement and the other Loan Credit Documents and any other all related agreements, documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)instruments, (iiiii) to pay or reimburse the Administrative Agent for all its costs in accordance with Section 5.13 hereof, reasonable and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other customary out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution due diligence and delivery documentation of all loans proposed for inclusion in the Eligible Loan Pool, (iii) all reasonable out-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 -pocket attorneys’ fees and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) any effort to enforce, protect or collect payment of any Obligation or to enforce any Credit Document or any related agreement, document or instrument, or effect collection hereunder or thereunder, and including instituting, maintaining, preserving, enforcing and foreclosing on the Lender’s security interests or Liens in any of the Collateral, whether through judicial proceedings or otherwise, (B) defending or prosecuting any actions, claims or proceedings arising out of or relating to the Lender’s transactions with the Borrower, or with the Servicer or the Custodian in relation to the Collateral, (C) following the occurrence and during the continuation of an Event of Default, seeking, obtaining or receiving any advice with respect to its rights and obligations under this Agreement, any of the other Credit Documents and all related agreements, documents and instruments with respect to the Assets, the Eligible Loan Pool or Collateral, or (D) any modification, restatement, supplement, amendment, waiver or extension of this Agreement or any Credit Document or any related agreement, document or instrument with respect to the Assets, the Eligible Loan Pool or Collateral. Subject to Section 2.09, in addition and without limiting the foregoing, the Borrower shall pay all taxes (other than taxes based upon or measured by the Lender’s income or revenues or any personal property tax), if any, in connection with this Agreement, the issuance of the Note and the recording or filing of any Credit Document and financing statements therefor and pursuant to the Credit Documents, except, in the case of any of the foregoing, any costs or expenses resulting from the gross negligence or willful misconduct of such the Lender or its Affiliates, successors or assigns. (b) Without limiting any other rights which the Lender, or any Affiliate thereof, as well as their respective directors, officers, employees and agents (each, an “Indemnified Person Party”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify each Indemnified Party from and against any and all losses, damages, liabilities, demands, claims, suits, proceedings (B) the material breach by such Indemnified Person whether civil or criminal), orders, judgments, penalties, fines, and other sanctions and reasonable out-of-pocket expenses, including, without limitation reasonable attorneys’ fees (other than repayment of the express terms Obligations, and in all cases excluding consequential, punitive and special damages) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, relating to or resulting from this Agreement, any other Credit Document, any Collateral or other collateral described in any Credit Document or the case use of each any proceeds of Advances, excluding, however, Indemnified Amounts to the foregoing clauses extent resulting from gross negligence or willful misconduct (A) and (B) as determined by a final, non-appealable final judgment of a court of competent jurisdiction) on the part of such Indemnified Party or any Affiliate of such Indemnified Party or any director or officer of such Indemnified Party or of an Affiliate of such Indemnified Party. Without limiting or being limited by the foregoing, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.the Borrower shall pay on demand to each Indemnified Party any and all amounts necessary (other than repayment of the Obligations) to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from: (bi) Each party hereto hereby waives, The making of an Advance secured by a pledge of an Asset which is not at the date of the creation of such security interest an Eligible Loan; (ii) Reliance on any representation or warranty or statement made by the Borrower (or any of its officers) under or in connection with any Credit Document which shall have been intentionally and materially incorrect when made; (iii) The failure by the Borrower to the maximum extent permitted by comply with any applicable law, rule or regulation with respect to any right it may have to claim Eligible Loan or recover from any other party hereto collateral described in any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan DocumentsCredit Document, or the usenonconformity of any Collateral or any collateral described in any Credit Document with any such applicable law, rule or proposed useregulation that materially and adversely affects the Borrower’s or the Guarantor’s ability to fulfill their respective obligations under the Credit Documents; (iv) The failure to vest and maintain in the Lender, under Section 5.09, a valid and perfected first (unless an alternative lien priority was accepted by the Lender in writing) priority security interest in the Collateral or any collateral described in any Credit Document, except as otherwise permitted by this Agreement; (v) Any investigation (other than internal investigations conducted solely by the Lender), litigation or proceeding related to this Agreement or any other Credit Document or the use of proceeds of the Loans; provided that nothing contained Advances or in this paragraph respect of any Asset, Collateral and other collateral described in any Credit Document; (bvi) shall limit The making of any wire transfer to an incorrect account or in an incorrect amount in accordance with instructions received from the Borrower’s indemnification provisions contained , it being understood and agreed that the funds represented by any such wire shall constitute an Advance hereunder; (vii) Any willful misrepresentation with respect to the Borrower or the Collateral; (viii) Any acts of fraud, misappropriation of funds and theft; (ix) Any waste of the Collateral; (x) Any oil, gasoline, fuel, toxic or hazardous material or waste as defined in paragraph any applicable law or regulations in, at, on, or emanating from any Mortgaged Property; (axi) aboveAny unauthorized transfer, sale or encumbrance of the Collateral; or (xii) Any transfer, sale or assignment of the Borrower or any interest in the Borrower not expressly permitted by the Credit Documents. (c) In Without duplication of any of the case foregoing, the Borrower shall indemnify, protect, hold harmless and defend each Indemnified Party, for, from and against any and all Indemnified Amounts (excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct of an Indemnified Party) arising from or brought in connection with (i) any Eligible Loan or any collateral described in any Credit Document; (iii) this Agreement; (iv) the Lender’s Lien in the Collateral and any collateral described in any Credit Document; (v) the Credit Documents or the transactions related thereto; (vi) any act or omission of the Borrower, the Custodian, the Servicer, or their respective employees or agents, whether actual or alleged; or (vii) the investigation, litigation defense and settlement of claims. Upon written request by an Indemnified Party, the Borrower will undertake, at its own cost and expense, on behalf of such Indemnified Party, using counsel satisfactory to the Indemnified Party, the defense of any legal action or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity Indemnified Party shall be effective whether or not such investigationa party. At the Lender’s option, litigation or proceeding is brought by the Lender may, at the Borrower’s expense, prosecute or defend any action involving the priority, validity or enforceability of any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this AgreementCredit Documents. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Borrower agrees shall: (i) to whether or not the transactions hereby contemplated are consummated, pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses of the Agent incurred in connection with the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Agent with respect thereto) of, or in connection with the preparation, negotiation and execution and delivery of, and preservation of rights under, enforcement of, or any refinancing, renegotiation or restructuring of, this Agreement or any other Credit Document or any instruments referred to therein or any amendment, supplement waiver or modification toconsent relating thereto, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewithincluding, and the consummation and administration of the transactions contemplated hereby and therebywithout limitation, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and for the Agent (Bincluding further, without limitation, the allocated cost of in-house counsel) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (vii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, pay and hold each Bank Lender harmless from and the Administrative Agent harmless from, against any and all recording present and filing fees future stamp, documentary, property, ad valorem or other similar non-income taxes with respect to this Agreement, any of the Notes or any other Credit Documents, any Collateral described therein, or any payments due thereunder, and save each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (for which each Bank has not been otherwise reimbursed b) In addition to the other amounts payable by the Borrower under this AgreementAgreement (including, without limitation, subsection (a) above), if any, that may be payable or determined Borrower hereby agrees to be payable in connection with the execution pay and delivery of, or consummation or administration of any indemnify each of the transactions contemplated byAgent and the Lenders from and against all claims, or any amendmentliabilities, supplement or modification oflosses, or any waiver or consent under or in respect ofcosts and expenses (including, this Agreementwithout limitation, reasonable attorneys' fees and expenses, including further, without limitation, the allocated cost of in-house counsel) which the Agent or such Lender may (other Loan Documents and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or than as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person Person) incur or be subjected to as a consequence, directly or indirectly, of (Bi) any actual or proposed use of any proceeds of the material Loans or any Credit Party's entering into or performing under any Credit Document, (ii) any breach by such Indemnified Person the Borrower or any of its Subsidiaries of any warranty, term or condition in, or the occurrence of any other default under, this Agreement or any of the express terms other Credit Documents, including without limitation all reasonable attorney's fees or expenses resulting from the settlement or defense of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim claims or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) liabilities arising out of, in connection with, or as a result of any such breach or default, (iii) allegations of participation or interference by the executionAgent or any Lender in the management, deliverycontractual relations or other affairs of the Borrower or any Subsidiary, enforcement(iv) the Agent's or any Lender's holding any Lien on or administering any of the Collateral, performance and administration (v) allegations that the Agent or any Lender has joint liability with the Borrower or any Subsidiary to any third party for any reason, or (vi) any suit, investigation or proceeding as to which the Agent or any Lender is involved as a consequence, directly or indirectly, of its execution of this Agreement and or any of the other Loan Credit Documents, the transactions making of any Loan, the holding of any Lien on any of the Collateral or any other event or transaction contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds any of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) aboveCredit Documents. (c) In Notwithstanding anything to the case of an investigation, litigation or other proceeding to which the indemnity contrary in this Section 10.5 applies11.03, such indemnity (i) Borrower shall be effective whether or not such investigationobligated to pay, litigation or proceeding is brought by without limitation, the Borrowerrespective reasonable attorney's fees, any adviser fees (including, without limitation, the allocated cost of the Borrower’s directorsin-house counsel), security holdersand other expenses of each of , affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party and relating to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans Agreement and all related transactions and (ii) Borrower shall be obligated to pay each other amounts payable hereunder Lender's reasonable attorney's fees (including, without limitation, the allocated cost of in-house counsel), other adviser's fees and termination other expenses incurred from and after December 11, 1996 with respect to this Agreement and all related transactions; provided, however, that so long as no Default or Event of this AgreementDefault has occurred and is then continuing, Borrower's liability for the attorney's fees (including, without limitation, the allocated cost of in-house counsel), other adviser's fees and other expenses incurred by any Lender in any one calendar month shall not exceed $15,000.

Payment of Expenses Indemnity. (a) The Borrower Except as otherwise provided in Section 6.1(q) hereof, each Borrower, hereby agrees (i) to pay (within five (5) Business Days after the receipt of written notice from the Administrative Agent) its pro rata portion of all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebyAdministrative Agent (including, including without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred one designated law firm in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special each applicable jurisdiction acting as counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred by it in connection with the enforcementnegotiation, preparation, execution and delivery of this Credit Agreement, the Notes, and the other Loan Documents, any and all amendments, modifications and supplements thereof or at any time after the occurrence and during the continuance of a Default or thereto and, if an Event of DefaultDefault exists, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other all out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless fromand the Lenders (including, any without limitation, the reasonable attorneys’ fees of the Administrative Agent’s and all recording the Lenders’ legal counsel) reasonably and filing fees (for which each Bank has not been otherwise reimbursed actually incurred by the Borrower under this Agreement), if any, that may be payable or determined to be payable them in connection with the execution preservation and delivery of, or consummation or administration of any enforcement of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent Administrative Agent’s and the Lenders’ rights under or in respect of, this Credit Agreement, the Notes, and the other Loan Documents and any other documents prepared in connection herewith or therewith, and Documents. (vib) without duplication of any other provision contained in this Agreement or any Notes, Each Borrower hereby agrees to pay, indemnify and hold the Administrative each Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with of their respective Affiliates, directors, officers, employees, agentscounsel, trustees, advisors agents and Affiliates attorneys-in-fact (collectively, the “Indemnified PersonsIndemnitees”), harmless from and ) against, and to hold each Indemnitee harmless from, its pro rata share of any and all losses, claims, actions, judgments, suits, disbursements, penalties, damages (other than consequential damages), liabilities and liabilities related expenses and counsel fees and expenses (including, without limitation, the counsel fees and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending the enforcement of any of the foregoingLoan Documents against any Credit Party), incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection any way connected with, or as a result of of: (a) the execution, delivery, enforcement, performance delivery and administration enforcement of this Credit Agreement and the or any other Loan Documents, Document or any agreement or instrument contemplated thereby, (b) the use or misuse of the proceeds of any Loans or Letters of Credit to such Borrower, (c) the fraudulent actions or misrepresentations of any Credit Party or its Affiliates in connection with the transactions contemplated by this Credit Agreement and the other Loan Documents, or the useany breach by any Credit Party of its obligations under this Credit Agreement or any other Loan Document, or (d) any claim, litigation, investigation or proposed use, of proceeds proceeding relating to any of the Loans (all the foregoing in this clause (vi)or relating to any transaction contemplated hereby, collectively, the “Indemnified Liabilities”)whether or not any Indemnitee is a party thereto; provided that the Borrower such indemnity shall have no obligation hereunder not, as to an Indemnified Person with respect any Indemnitee, apply to Indemnified Liabilities any such losses, claims, actions, judgments, suits, disbursements, penalties, damages, liabilities or related expenses arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. Indemnitee. Paragraph (b) Each party hereto hereby waivesof this Section shall not apply with respect to Taxes other than any Taxes that represent losses, to the maximum extent permitted by applicable lawclaims, any right it may have to claim or recover damages, etc. arising from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) abovenon-Tax claim. (c) In Each Borrower agrees to indemnify and hold harmless the case of an investigation, litigation or other proceeding to which Agents and the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought Lenders from and against any loss incurred by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, them as a result of any judgment or order being given or made for an Indemnified Person amount due from such Borrower under or in connection with this Credit Agreement or any other Loan Document and such judgment or order being paid or payable in a currency other than the applicable currency (the “Judgment Currency”) as a result of any variation as between (i) the rate of exchange at which the applicable currency amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which the relevant indemnified party is able to purchase the applicable currency with the amount of the Judgment Currency actually received by such Person. The foregoing indemnity shall constitute separate and independent obligations of the Borrowers and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, whether or not an Indemnified Person is otherwise a party to this Agreementconversion of, the relevant currency. (d) The agreements in this Section 10.5 shall survive repayment In addition to and without limiting the foregoing, each of the Loans Borrowers hereby agrees to indemnify and hold the Indemnitees harmless from and against, and agree to reimburse any Indemnitee on demand for, and agree to defend the Indemnitees against, any and all other amounts payable hereunder and termination of this AgreementEnvironmental Damages (as hereinafter defined), incurred by any Indemnitee. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO ENVIRONMENTAL DAMAGES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (OR ANY OTHER) INDEMNITEE. HOWEVER, SUCH INDEMNITY SHALL NOT APPLY TO A PARTICULAR INDEMNITEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT PARTICULAR INDEMNITEE.

Payment of Expenses Indemnity. The Borrower shall: (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Noteholders and the Collateral Agent on demand for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution and delivery of, and of any amendment, modification or supplement or modification to, this Agreement and the other or any waiver under, any Loan Documents Document and any other documents document prepared in connection herewith or therewith, and the PLEDGE AND SECURITY AGREEMENT PAGE 29 30 consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPincluding, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)without limitation, (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank the Noteholders and the Collateral Agent; (Bb) other out-of-pocket pay on demand all reasonable costs and expenses incurred during any workoutof the Noteholders and Collateral Agent, restructuring including, without limitation, the reasonable fees and disbursements of counsel to Noteholders and the Collateral Agent, in connection with the occurrence or negotiations in respect continuance of such Loans an Event of Default and the enforcement, collection, protection or Letters preservation (whether through negotiation, legal proceedings or otherwise) of Credit, (v) without duplication of any other provision contained in this Pledge Agreement or any Notesother Loan Document, to pay, indemnifythe Collateral, and any obligation or any rights, remedy, power or privilege of the Noteholders and Collateral Agent hereunder or thereunder; (c) pay and hold each Bank the Noteholders and the Administrative Collateral Agent harmless from, from and against any and all present and future stamp, excise, recording and filing or other similar taxes or fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution execution, delivery, recording and delivery of, or consummation or administration filing of any of Loan Document and hold the transactions contemplated by, Noteholders and Collateral Agent harmless from and against any and all liabilities with respect to or resulting from any amendment, supplement delay or modification of, omission to pay such taxes or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and fees; and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold harmless the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender Noteholders and each Collateral Agent together with and their respective directors, officers, employeespartners, agents, trustees, advisors employees and Affiliates (collectively, the “Indemnified Persons”), harmless agents from and against, any and all liabilities, losses, damages, penalties, actions, judgments, suits, claims, damages costs, expenses and liabilities (disbursements, including, without limitation, the reasonable fees and shall reimburse each Indemnified Person upon demand for any reasonable legal or disbursement of counsel to the Noteholders and Collateral Agent and such other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing)parties, incurred by any Indemnified Person of them in connection with, arising out ofof or in any way relating to any investigation, claim, litigation or other proceeding, pending or threatened (whether or not any of them is designated a party thereto), in connection with, arising out of or as a result of the execution, delivery, enforcement, performance and administration of in any way related to this Pledge Agreement and the or any other Loan Documents, Document or any of the transactions contemplated by this Agreement and herein or therein or any use of the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all Notes by the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”)Borrower; provided that the Borrower Noteholders and Collateral Agent shall have no obligation hereunder not be entitled to an Indemnified Person with respect to Indemnified Liabilities arising any indemnification for any of the foregoing resulting from or in connection with (A) the their gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction. If, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, and to the extent that, the indemnity obligations of the Borrower hereunder may be unenforceable for any reason, the Borrower hereby agrees to make the maximum extent permitted by contributions to the payment and satisfaction of each of such indemnity obligations which is permissible under applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse the Administrative Other Representatives and each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparationsyndication of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification toto (including expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one primary counsel (Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) to such Agents, counsel Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party and filing and recording fees and expenses, with statements with respect to the 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 a quarterly basis or such other counsel)periodic basis as such Agent shall deem appropriate, (iiib) to pay or reimburse the Administrative each Lender, each Other Representative and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel (Xxxxxx & Xxxxxxx LLP) to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender Other Representatives and Agent and each Agent together with of their respective officers, directors, officers, employees, attorneys, affiliates, agents, trusteesmembers, partners and advisors (each, including each Lender and Affiliates (collectivelyAgent, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the fees and disbursements of one primary counsel (Xxxxxx & Xxxxxxx LLP) to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower or (z) disputes between and among the Indemnitees (other than disputes involving the Agents or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. Without limiting the foregoing, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, and to the maximum extent permitted by applicable law, any right it may have the Borrower agrees not to claim assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or recover from any other party hereto 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 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the executionof, deliverythis Agreement, enforcement, performance and administration of this Agreement and the any other Loan DocumentsDocument or any agreement or instrument contemplated hereby, the transactions contemplated by this Agreement and the other hereby or thereby, any Loan Documentsor Letter of Credit, or the use, or proposed use, of proceeds use of the Loansproceeds thereof; provided provided, that nothing contained the foregoing will not limit the Borrower’s indemnity obligations set forth above. No Indemnitee referred to in this paragraph (b) above shall limit be liable for any damages arising from the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case use by unintended recipients of an investigation, litigation any information or other proceeding materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to which have resulted primarily from the indemnity in this Section 10.5 appliesgross negligence, bad faith or willful misconduct of such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) Indemnitee. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreementhereunder.

Payment of Expenses Indemnity. (a) The Borrower Company agrees (i) to pay all reasonable and documented out-of-pocket expenses of incurred by the Global Coordinators associated Administrative Agent, the Collateral Agent, each Issuing Lender and each other Agent in connection with the syndication of the Facility, Facilities (iiother than fees payable to syndicate members) to pay or reimburse and the Administrative Agent for all its reasonable out-of-pocket costs preparation and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, administration of this Agreement and the other Loan Documents and any other documents prepared or in connection herewith with any amendments, modifications or therewith, and the consummation and administration waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to shall be consummated) or incurred by the Administrative Agent, the Collateral Agent, each Issuing Lender, each other Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred Lender in connection with the enforcement or preservation of its rights under in connection with this Agreement, Agreement and the other Loan Documents and any other documents prepared or in connection herewith with the Loans made or therewithLetters of Credit issued hereunder, including the reasonable fees and documented fees, charges and disbursements of Shearman & Sterling LLP, counsel for the special Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or preservation, the fees, charges and disbursements of any other counsel to for the Administrative Agent, the Collateral Agent, each Issuing Lender, each other Agent and any Lender; provided that, in each case, such payment or reimbursement obligation shall be limited to a single law firm in any jurisdiction (ivabsent an actual conflict of interest). (b) The Company agrees to pay or reimburse each Bank for all its costs and expenses incurred in connection with indemnify the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of DefaultAdministrative Agent, the preservationCollateral Agent, of its rights under this Agreementeach Lender, the each Issuing Lender and each other Loan Documents Agent and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration Related Party 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 other documents prepared in connection herewith or therewithforegoing Persons (each such Person being called an “Indemnitee”) against, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), Indemnitee harmless from and againstfrom, any and all losses, claims, damages damages, liabilities and liabilities related expenses, including reasonable and documented counsel fees, charges and disbursements (limited, in the case of counsel fees, charges and shall reimburse disbursements, to one counsel for all such Indemnitees, taken as a whole and one local counsel to such Indemnitees, taken as a whole, in each Indemnified Person upon demand for any reasonable legal or other expenses appropriate jurisdiction, and additional counsel in the case of actual conflict of interest where such Indemnitee informs the Company of such conflict and retains such counsel) to the extent incurred by such Indemnified Person in connection with investigating or defending asserted against any of the foregoing), incurred by any Indemnified Person Indemnitee arising out of, in connection with, or as a result of (i) the execution, delivery, enforcement, performance and administration execution or delivery of this Agreement and the or any other Loan DocumentsDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated by this Agreement and hereby or thereby (including the other Loan Documentssyndication of the Facilities), or (ii) the use, or proposed use, use of the proceeds of the Loans or issuance of Letters of Credit, (all iii) any claim, litigation, investigation or proceeding relating to any of the foregoing in this clause foregoing, whether or not any Indemnitee is a party thereto (viand regardless of whether such matter is initiated by a third party or by the Company, any other Loan Party or any of their respective Affiliates), collectivelyor (iv) any actual or alleged presence or release of Materials of Environmental Concern at, in, under, on or from any Mortgaged Property (or facilities located thereon) or any other real property (or facilities located thereon) currently or formerly owned, leased, or operated by the “Indemnified Liabilities”)Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or its Subsidiaries; provided that the Borrower such indemnity shall have no obligation hereunder not, as to an Indemnified Person any Indemnitee, be available with respect to Indemnified Liabilities arising from any losses, claims, damages, liabilities or in connection with related expenses to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (1) the bad faith, gross negligence or willful misconduct of such Indemnified Person Indemnitee or (2) disputes arising solely among Indemnitees (other than any Agent or its Related Parties in its capacity as an Agent hereunder) and that do not involve any act or omission by the Company or its Subsidiaries or its controlled Affiliates or (B) arise from any settlement of any proceeding effected without the material breach Company’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Company’s written consent, or if there is a judgment against an Indemnitee in any such proceeding, the Company agrees to indemnify and hold harmless each Indemnitee in the manner set forth in this Section 10.05(b) (provided that the Company’s consent shall not be required to effect any settlement of any such proceeding if an Event of Default has occurred and is continuing at the time such settlement is to be effected; provided, further that, if at any time an Indemnitee shall have requested in accordance with this Agreement that the Company reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any proceeding, the Company shall be liable for any settlement of any proceeding effected without the Company’s written consent if (x) such settlement is entered into more than 30 days after receipt by the Company of such Indemnified Person request for reimbursement and (y) the Company shall not have reimbursed such Indemnitee in accordance with such request prior to the date of such settlement). All amounts due under this Section 10.05 shall be payable promptly after written demand upon the Company therefor together with a reasonably detailed invoice. Statements payable by the Company pursuant to this Section 10.05 shall be submitted to Assistant Treasurer (Fax No. 000-000-0000) (Telephone No. 717-763-6402) with a copy to the General Counsel (Fax No. 000-000-0000), at the address of the express terms of this AgreementCompany set forth in Section 10.02, or to such other Person or address as may be hereafter designated by the Company in a notice to the case of each of the foregoing clauses (AAdministrative Agent. Section 10.05(b) and (B) as determined by a finalshall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCETax claim. (c) To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, any Issuing Lender or any other Agent under paragraph (a) or (b) Each party hereto hereby waivesof this Section 10.05, each applicable Lender severally agrees to pay to the maximum Administrative Agent, the Collateral Agent, such Issuing Lender or such other Agent, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, such Issuing Lender or such other Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Aggregate Exposure in respect of the applicable Facility or Facilities at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, none of the parties hereto shall assert, and each party hereto and each Indemnitee hereby waives, any right it may have to claim or recover from against any other party hereto hereto, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the executionproceeds thereof; provided that the foregoing shall not relieve the Company of its indemnification obligations set forth in Section 10.05(b) to the extent any Indemnitee is found so liable. (e) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, deliverythe consummation of the transactions contemplated hereby, enforcementthe repayment of any of the Loans, performance and administration the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other PersonLoan Document, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment any investigation made by or on behalf of the Loans and all Administrative Agent, the Collateral Agent, any Lender, any Issuing Lender or any other amounts payable hereunder and termination of this AgreementAgent.

Payment of Expenses Indemnity. (a) The Borrower Except as otherwise provided in Section 6.1(q) hereof, each Borrower, hereby agrees (i) to pay (within five (5) Business Days after the receipt of written notice from the Administrative Agent) its pro rata portion of all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebyAdministrative Agent (including, including without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred one designated law firm in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special each applicable jurisdiction acting as counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred by it in connection with the enforcementnegotiation, preparation, execution and delivery of this Credit Agreement, the Notes, and the other Loan Documents, any and all amendments, modifications and supplements thereof or at any time after the occurrence and during the continuance of a Default or thereto and, if an Event of DefaultDefault exists, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other all out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless fromand the Lenders (including, any without limitation, the reasonable attorneys’ fees of the Administrative Agent’s and all recording the Lenders’ legal counsel) reasonably and filing fees (for which each Bank has not been otherwise reimbursed actually incurred by the Borrower under this Agreement), if any, that may be payable or determined to be payable them in connection with the execution preservation and delivery of, or consummation or administration of any enforcement of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent Administrative Agent’s and the Lenders’ rights under or in respect of, this Credit Agreement, the Notes, and the other Loan Documents and any other documents prepared in connection herewith or therewith, and Documents. (vib) without duplication of any other provision contained in this Agreement or any Notes, Each Borrower hereby agrees to pay, indemnify and hold the Administrative each Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with of their respective Affiliates, directors, officers, employees, agentscounsel, trustees, advisors agents and Affiliates attorneys-in-fact (collectively, the “Indemnified PersonsIndemnitees”), harmless from and ) against, and to hold each Indemnitee harmless from, its pro rata share of any and all losses, claims, actions, judgments, suits, disbursements, penalties, damages (other than consequential damages), liabilities and liabilities related expenses and counsel fees and expenses (including, without limitation, the counsel fees and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending the enforcement of any of the foregoingLoan Documents against any Credit Party), incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection any way connected with, or as a result of of: (i) the execution, delivery, enforcement, performance delivery and administration enforcement of this Credit Agreement and the or any other Loan Documents, Document or any agreement or instrument contemplated thereby, (ii) the use or misuse of the proceeds of any Loans or Letters of Credit to such Borrower, (iii) the fraudulent actions or misrepresentations of any Credit Party or its Affiliates in connection with the transactions contemplated by this Credit USActive 58236919.3 Agreement and the other Loan Documents, or the useany breach by any Credit Party of its obligations under this Credit Agreement or any other Loan Document, or (iv) any claim, litigation, investigation or proposed use, of proceeds proceeding relating to any of the Loans (all the foregoing in this clause (vi)or relating to any transaction contemplated hereby, collectively, the “Indemnified Liabilities”)whether or not any Indemnitee is a party thereto; provided that the Borrower such indemnity shall have no obligation hereunder not, as to an Indemnified Person with respect any Indemnitee, apply to Indemnified Liabilities any such losses, claims, actions, judgments, suits, disbursements, penalties, damages, liabilities or related expenses arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. Indemnitee. Paragraph (b) Each party hereto hereby waivesof this Section shall not apply with respect to Taxes other than any Taxes that represent losses, to the maximum extent permitted by applicable lawclaims, any right it may have to claim or recover damages, etc. arising from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) abovenon-Tax claim. (c) In Each Borrower agrees to indemnify and hold harmless the case of an investigation, litigation or other proceeding to which Agents and the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought Lenders from and against any loss incurred by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, them as a result of any judgment or order being given or made for an Indemnified Person amount due from such Borrower under or in connection with this Credit Agreement or any other Loan Document and such judgment or order being paid or payable in a currency other than the applicable currency (the “Judgment Currency”) as a result of any variation as between (i) the rate of exchange at which the applicable currency amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which the relevant indemnified party is able to purchase the applicable currency with the amount of the Judgment Currency actually received by such Person. The foregoing indemnity shall constitute separate and independent obligations of the Borrowers and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, whether or not an Indemnified Person is otherwise a party to this Agreementconversion of, the relevant currency. (d) The agreements in this Section 10.5 shall survive repayment In addition to and without limiting the foregoing, each of the Loans Borrowers hereby agrees to indemnify and hold the Indemnitees harmless from and against, and agree to reimburse any Indemnitee on demand for, and agree to defend the Indemnitees against, any and all other amounts payable hereunder and termination of this AgreementEnvironmental Damages (as hereinafter defined), incurred by any Indemnitee. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO ENVIRONMENTAL DAMAGES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (OR ANY OTHER) INDEMNITEE. HOWEVER, SUCH INDEMNITY SHALL NOT APPLY TO A PARTICULAR INDEMNITEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT PARTICULAR INDEMNITEE.

Payment of Expenses Indemnity. (a) The Parent and Borrower agrees shall: (i) to whether or not the transactions hereby contemplated are consummated, pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facilityreasonable, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses of the Administrative Agent in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of, and in connection with the preparation, negotiation and execution and delivery of, and any amendmentpreservation of rights under, supplement enforcement of, and, after a Default or modification toEvent of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Loan Credit Documents and any other the documents prepared in connection herewith or therewithand instruments referred to therein, and the consummation and administration of the transactions contemplated hereby and therebyany amendment, including waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent), (iv) to pay and in the case of enforcement of this Agreement or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time Credit Document after the occurrence and during the continuance of a Default or an Event of Default, the preservationall such reasonable, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket costs and expenses (including, without limitation, the reasonable fees actually incurred during and disbursements of counsel), for the Administrative Agent and the Lenders; (ii) subject, in the case of certain Taxes, to the applicable provisions of Section 3.06(b), pay and hold the Administrative Agent and the Lenders harmless from and against any workoutand all present and future stamp, restructuring or negotiations in documentary, and other similar Taxes with respect of such Loans or Letters of Creditto this Agreement, (v) without duplication of the Term Notes and any other provision contained in this Agreement Credit Documents including any collateral described therein, or any Notespayments due thereunder, and save each of the Lenders harmless from and against any and all liabilities with respect to payor resulting from any delay or omission to pay such Taxes; (iii) indemnify the Administrative Agent and each Lender, indemnifyand their respective officers, directors, employees, representatives, affiliates and agents from, and hold each Bank and the Administrative Agent of them harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that 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 other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all costs, losses, liabilities, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by them (whether or not any Indemnified Person arising out of, in connection with, or as of them is designated a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans party thereto) (all the foregoing in this clause (vi), collectively, the an “Indemnified LiabilitiesIndemnitee”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, of or as a result by reason of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an any investigation, litigation or other proceeding related to which any actual or proposed use of the indemnity proceeds of the Term Loan or any Credit Party’s entering into and performing the Agreement, the Term Notes, or the other Credit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel (including foreign counsel) incurred in this Section 10.5 applies, such indemnity shall be effective whether or not connection with any such investigation, litigation or proceeding is brought by the Borrowerother proceeding; provided, however, neither Parent nor Borrower shall be obligated to indemnify any Indemnitee for any of the Borrowerforegoing arising out of such Indemnitee’s directorsgross negligence or willful misconduct; and (iv) without limiting the indemnities set forth above, security holdersindemnify each Indemnitee for any and all expenses and costs (including without limitation, affiliatesremedial, creditorsremoval, an Indemnified Person response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any other Person, claim and whether or not an Indemnified Person such claim is otherwise a party ultimately defeated, and whether such claim arose before, during or after any Credit Party’s ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws or any civil penalties or fines assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control, based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement. (d) The agreements in , any other Credit Document or any related documents. If and to the extent that the obligations of Parent or Borrower under this Section 10.5 shall survive repayment 10.04 are unenforceable for any reason, Parent or Borrower, as applicable, hereby agrees to make the maximum contribution to the payment and satisfaction of the Loans and all other amounts payable hereunder and termination of this Agreementsuch obligations which is permissible under applicable law.

Payment of Expenses Indemnity. (a) The Borrower Company agrees (i) to pay all reasonable and documented out-of-pocket expenses of incurred by the Global Coordinators associated Administrative Agent, the Collateral Agent, each Issuing Lender and each other Agent in connection with the syndication of the Facility, Facilities (iiother than fees payable to syndicate members) to pay or reimburse and the Administrative Agent for all its reasonable out-of-pocket costs preparation and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, administration of this Agreement and the other Loan Documents and any other documents prepared or in connection herewith with any amendments, modifications or therewith, and the consummation and administration waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to shall be consummated) or incurred by the Administrative Agent, the Collateral Agent, each Issuing Lender, each other Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred Lender in connection with the enforcement or preservation of its rights under in connection with this Agreement, Agreement and the other Loan Documents and any other documents prepared or in connection herewith with the Loans made or therewithLetters of Credit issued hereunder, including the reasonable fees and documented fees, charges and disbursements of Shearman & Sterling LLP, counsel for the special Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or preservation, the fees, charges and disbursements of any other counsel to for the Administrative Agent, the Collateral Agent, each Issuing Lender, each other Agent and any Lender; provided that, in each case, such payment or reimbursement obligation shall be limited to a single law firm in any jurisdiction (ivabsent an actual conflict of interest). (b) The Company agrees to pay or reimburse each Bank for all its costs and expenses incurred in connection with indemnify the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of DefaultAdministrative Agent, the preservationCollateral Agent, of its rights under this Agreementeach Lender, the each Issuing Lender and each other Loan Documents Agent and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration Related Party 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 other documents prepared in connection herewith or therewithforegoing Persons (each such Person being called an “Indemnitee”) against, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), Indemnitee harmless from and againstfrom, any and all losses, claims, damages damages, liabilities and liabilities related expenses, including reasonable and documented counsel fees, charges and disbursements (limited, in the case of counsel fees, charges and shall reimburse disbursements, to one counsel for all such Indemnitees, taken as a whole and one local counsel to such Indemnitees, taken as a whole, in each Indemnified Person upon demand for any reasonable legal or other expenses appropriate jurisdiction, and additional counsel in the case of actual conflict of interest where such Indemnitee informs the Company of such conflict and retains such counsel) to the extent incurred by such Indemnified Person in connection with investigating or defending asserted against any of the foregoing), incurred by any Indemnified Person Indemnitee arising out of, in connection with, or as a result of (i) the execution, delivery, enforcement, performance and administration execution or delivery of this Agreement and the or any other Loan DocumentsDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated by this Agreement and hereby or thereby (including the other Loan Documentssyndication of the Facilities), or (ii) the use, or proposed use, use of the proceeds of the Loans or issuance of Letters of Credit, (all iii) any claim, litigation, investigation or proceeding relating to any of the foregoing in this clause foregoing, whether or not any Indemnitee is a party thereto (viand regardless of whether such matter is initiated by a third party or by the Company, any other Loan Party or any of their respective Affiliates), collectivelyor (iv) any actual or alleged presence or release of Materials of Environmental Concern at, in, under, on or from any Mortgaged Property (or facilities located thereon) or any other real property (or facilities located thereon) currently or formerly owned, leased, or operated by the “Indemnified Liabilities”)Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or its Subsidiaries; provided that the Borrower such indemnity shall have no obligation hereunder not, as to an Indemnified Person any Indemnitee, be available with respect to Indemnified Liabilities arising from any losses, claims, damages, liabilities or in connection with related expenses to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (1) the bad faith, gross negligence or willful misconduct of such Indemnified Person Indemnitee or (2) disputes arising solely among Indemnitees (other than any Agent or its Related Parties in its capacity as an Agent hereunder) and that do not involve any act or omission by the Company or its Subsidiaries or its controlled Affiliates or (B) arise from any settlement of any proceeding effected without the material breach Company’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Company’s written consent, or if there is a judgment against an Indemnitee in any such proceeding, the Company agrees to indemnify and hold harmless each Indemnitee in the manner set forth in this Section 10.05(b) (provided that the Company’s consent shall not be required to effect any settlement of any such proceeding if an Event of Default has occurred and is continuing at the time such settlement is to be effected; provided, further that, if at any time an Indemnitee shall have requested in accordance with this Agreement that the Company reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any proceeding, the Company shall be liable for any settlement of any proceeding effected without the Company’s written consent if (x) such settlement is entered into more than 30 days after receipt by the Company of such Indemnified Person request for reimbursement and (y) the Company shall not have reimbursed such Indemnitee in accordance with such request prior to the date of such settlement). All amounts due under this Section 10.05 shall be payable promptly after written demand upon the Company therefor together with a reasonably detailed invoice. Statements payable by the Company pursuant to this Section 10.05 shall be submitted to Assistant Treasurer (Fax No. 000-000-0000) (Telephone No. 000-000-0000) with a copy to the General Counsel (Fax No. 000-000-0000), at the address of the express terms of this AgreementCompany set forth in Section 10.02, or to such other Person or address as may be hereafter designated by the Company in a notice to the case of each of the foregoing clauses (AAdministrative Agent. Section 10.05(b) and (B) as determined by a finalshall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-appealable judgment Tax claim. No Indemnitee referred to in Section 10.05 shall be liable for any damages arising from the use by unintended recipients of a court of competent jurisdictionany information or other materials distributed by it through telecommunications, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEelectronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (c) To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, any Issuing Lender or any other Agent under paragraph (a) or (b) Each party hereto hereby waivesof this Section 10.05, each applicable Lender severally agrees to pay to the maximum Administrative Agent, the Collateral Agent, such Issuing Lender or such other Agent, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, such Issuing Lender or such other Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Aggregate Exposure in respect of the applicable Facility or Facilities at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, none of the parties hereto shall assert, and each party hereto and each Indemnitee hereby waives, any right it may have to claim or recover from against any other party hereto hereto, on any theory of liability, for special, indirect, consequential or punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the executionproceeds thereof; provided that the foregoing shall not relieve the Company of its indemnification obligations set forth in Section 10.05(b) to the extent any Indemnitee is found so liable. (e) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, deliverythe consummation of the transactions contemplated hereby, enforcementthe repayment of any of the Loans, performance and administration the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) above. (c) In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s directors, security holders, affiliates, creditors, an Indemnified Person or any other PersonLoan Document, whether or not an Indemnified Person is otherwise a party to this Agreement. (d) The agreements in this Section 10.5 shall survive repayment any investigation made by or on behalf of the Loans and all Administrative Agent, the Collateral Agent, any Lender, any Issuing Lender or any other amounts payable hereunder and termination of this AgreementAgent.

Payment of Expenses Indemnity. (a) The Initial Borrower agrees to pay (within thirty (30) days after the receipt of written notice from the Administrative Agent) (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of one designated law firm in each applicable jurisdiction acting as counsel to the Administrative Agent) reasonably and actually incurred by it in connection with the negotiation, preparation, negotiation and execution and delivery ofof this Credit Agreement, and any amendmentthe Notes, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith and all amendments, modifications, waivers and supplements thereof or therewith, thereto and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iiiii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or if an Event of DefaultDefault exists, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other all out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless fromand the Lenders (including, any without limitation, the reasonable attorneys’ fees of the Administrative Agent’s and all recording and filing fees (for which each Bank has not been otherwise reimbursed the Lenders’ legal counsel) reasonably incurred by the Borrower under this Agreement), if any, that may be payable or determined to be payable them in connection with the execution preservation and delivery of, or consummation or administration of any enforcement of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent Administrative Agent’s and the Lenders’ rights under or in respect of, this Credit Agreement, the Notes, and the other Loan Documents Documents. (b) The Initial Borrower agrees to indemnify each of the Agents and any other documents prepared in connection herewith or therewith, the Lenders and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agentsattorneys and agents (each such Person, trusteesincluding, advisors without limitation, each of the Agents and Affiliates (collectivelythe Lenders, the being called an “Indemnified PersonsIndemnitee”)) against, and to hold each Indemnitee harmless from and againstfrom, any and all losses, claims, actions, judgments, suits, disbursements, penalties, damages (other than consequential damages), liabilities and liabilities related expenses and counsel fees and expenses (including, without limitation, the counsel fees and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending the enforcement of any of the foregoingLoan Documents against any Borrower), incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection any way connected with, or as a result of of: USActive 53991578.7 82 (i) the execution, delivery, enforcement, performance delivery and administration enforcement of this Credit Agreement and the or any other Loan Documents, Document or any agreement or instrument contemplated thereby; (ii) the use or misuse of the proceeds of the Loans; (iii) the fraudulent actions or misrepresentations of any Borrower or its Affiliates in connection with the transactions contemplated by this Credit Agreement and the other Loan Documents, or the useany breach by any Borrower of its obligations under this Credit Agreement or any other Loan Document; or (iv) any claim, litigation, investigation or proposed use, of proceeds proceeding relating to any of the Loans (all the foregoing in this clause (vi)or relating to any transaction contemplated hereby, collectively, the “Indemnified Liabilities”)whether or not any Indemnitee is a party thereto; provided that the Borrower such indemnity shall not, as to any Indemnitee, apply to any such losses, claims, actions, judgments, suits, disbursements, penalties, damages, liabilities or related expenses as determined by a court of competent jurisdiction by final and nonappealable judgment to have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising resulted from or in connection with (A) the gross negligence negligence, fraud, bad faith or willful misconduct of such Indemnified Person Indemnitee or (Bfrom any dispute between or among the Indemnitees and not involving any Borrower; provided further that this Section 12.5(b) the material breach by such Indemnified Person of the express terms of this Agreementshall not apply with respect to Taxes other than any Taxes that represent losses, in the case of each of the foregoing clauses (A) and (B) as determined by a finalclaims, damages or like items arising from any non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. (b) Each party hereto hereby waives, to the maximum extent permitted by applicable law, any right it may have to claim or recover from any other party hereto any special, indirect, punitive or consequential damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans; provided that nothing contained in this paragraph (b) shall limit the Borrower’s indemnification provisions contained in paragraph (a) aboveTax claim. (c) In the case of an investigationWITHOUT LIMITATION OF AND SUBJECT TO THE FOREGOING, litigation or other proceeding to which the indemnity in this Section 10.5 appliesTHE INITIAL BORROWER INTENDS AND AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO ALL CLAIMS, such indemnity shall be effective whether or not such investigationDAMAGES, litigation or proceeding is brought by the BorrowerLOSSES, any of the Borrower’s directorsLIABILITIES, security holdersAND EXPENSES (INCLUDING, affiliatesWITHOUT LIMITATION, creditors, an Indemnified Person or any other Person, whether or not an Indemnified Person is otherwise a party to this AgreementTHE REASONABLE FEES AND EXPENSES OF COUNSEL) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OR CLAIMS OF NEGLIGENCE OF SUCH OR ANY OTHER INDEMNITEE OR ANY STRICT LIABILITY OR CLAIMS OF STRICT LIABILITY. (d) The agreements in provisions of this Section 10.5 12.5 shall survive termination of this Credit Agreement, and shall remain operative and in full force and effect regardless of the expiration of the Commitment Period, the consummation of the transactions contemplated hereby, the repayment of the Loans and all other amounts payable hereunder and termination Loans, the occurrence of the Maturity Date, the invalidity, illegality, or unenforceability of any term or provision of this AgreementCredit Agreement or any other Loan Document, or any investigation made by or on behalf of the Lenders. All amounts due under this Section 12.5 shall be payable promptly on written demand therefor.