Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. The Issuer agrees (a) to pay or reimburse the Initial Noteholder for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Initial Noteholder, (b) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents and any such other documents, and (c) to pay, indemnify or reimburse the Noteholders, their affiliates, and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer or any other Issuer Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”), provided that the Issuer shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 shall survive payment of the Notes and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Lender for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial NoteholderLender), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Initial NoteholderLender, (b) to pay, indemnify, or reimburse the Initial Noteholder Lender for, and hold the Initial Noteholder Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (c) to pay, indemnify or reimburse the NoteholdersLender, their its affiliates, and its and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer Borrower or any other Issuer Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Secured Note Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer Borrower or any other Issuer Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”), provided that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesLoans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderLender. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Each of IBM and IBMCLLC agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and a single counsel to the Initial Noteholder)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this AgreementAgreement and any such other documents, including, without limitation, the other Secured Note Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the reasonable fees and disbursements of separate counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Initial NoteholderAdministrative Agent and to each Lender, and (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents Agreement and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender, each Syndication Agent, each Documentation Agent, each Joint Lead Arranger, the Noteholders, their affiliates, Administrative Agent and their respective directors, officers, directors, partners, employees, advisors, agents, controlling persons employees and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable fees and disbursements of any kind or nature whatsoever counsel, incurred by an Indemnitee or asserted against any Indemnitee by any third party such indemnified person which arise out of or by the Issuer or any other Issuer Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claimsany claim, actions litigation or proceedings by proceeding relating to this Agreement or any Indemnitee against such other documents, or any Issuer Party under any Secured Note Document Loan or any actual or prospective claim, litigation, investigation proposed use of proceeds of any Loan or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Transactions (all the foregoing in this clause (c), d) collectively, the “Indemnified Liabilitiesindemnified liabilities”); provided, provided that the Issuer no Borrower shall have no any obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted indemnified liabilities arising from the gross negligence or willful misconduct ofof such indemnified person, its affiliates or the directors, officers, employees and agents of such indemnified person, acting as such, in each case as determined by a final and nonappealable decision final, non-appealable judgment of a court of competent jurisdictionjurisdiction and provided further, such Indemnitee, that nothing contained in this Section 11.5 (other than Section 11.5(c)) shall require IBM or IBMCLLC to pay any taxes of its affiliates any indemnified person or its any Transferee or their respective officers, directors, partners, employees, agents or controlling personsany indemnity with respect thereto. No Indemnitee indemnified person or IBM or IBMCLLC shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or persons. No indemnified person shall be liable for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial NoteholderAgreement. The agreements in this Section 8.5 11.5 shall survive repayment of the Loans and the payment of the Notes and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Lender for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Initial Noteholder)Lender, and (iib) to pay or reimburse the Lender for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Initial NoteholderLender), (bc) to pay, indemnify, or reimburse the Initial Noteholder Lender for, and hold the Initial Noteholder Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the NoteholdersLender, their its affiliates, and their respective its officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer Borrower or any other Issuer Loan Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Secured Note Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any Loan or Letter of Credit or the violation of, noncompliance with use or liability under, any Environmental Law applicable to proposed use of the operations or assets of any Group Member, proceeds thereof (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the Mortgaged Properties, and the reasonable fees and expenses of legal counsel documents presented in connection with claimssuch demand do not strictly comply with the terms of such Letter of Credit), actions (iii) any actual or proceedings alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by the Borrower or any Indemnitee against of its Subsidiaries, or any Issuer Party under environmental liability related in any Secured Note Document way to the Borrower or any of its Subsidiaries or any or their respective properties, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer Borrower or any other Issuer Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”); provided that, provided that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesLoans. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer Borrower, at the address of the Issuer as Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderASOT Administrative Agent as set forth in the ASOT Credit Agreement. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent, the Syndication Agent and the Joint Lead Arrangers for all its (i) reasonable their reasonable, documented out-of-pocket costs and expenses actually incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable documented fees and disbursements and other charges of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP and, if necessary, one local counsel per relevant jurisdiction and the portion of the out-of-pocket costs and expenses and professional fees of the advisors and counsel Administrative Agent in respect of the charges of Intralinks that are allocated (ratably based upon the number of transactions covered by such charges) to the Initial Noteholder)Facilities, (b) to pay or reimburse each Lender and (ii) the Agents for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the documented fees and disbursements of counsel (including the allocated fees to each Lender and disbursements and other charges of in-house counsel) counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Initial Noteholder Agents for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Noteholderseach Lender, each Agent, their respective affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements arising out of any actions, judgments, suits or other judicial or arbitral proceedings of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer whatsoever, or any other Issuer Party arising out ofinvestigation relating thereto, in connection witheach case with respect to the execution, or as a result ofdelivery, the execution or delivery enforcement, performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Borrower hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates Indemnitee or its or their respective affiliates, officers, directors, partnerstrustees, employees, advisors, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons (unless such damages result from the gross negligence or willful misconduct of such Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling persons) or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 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 IndemniteeFacilities. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to United Components, Inc., Attention: Chief Financial Officer (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the Treasurer address of the Issuer as Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer agrees Borrowers agree (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees, disbursements and expenses other charges of Xxxxxx Xxxxxx & Xxxxxxx llp and professional fees of the advisors and one counsel in each local jurisdiction to the Initial Noteholderextent consented to by the Parent Borrower (such consent not to be unreasonably withheld), (b) to pay or reimburse the Agent for all its reasonable and (ii) documented costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Credit Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and reasonable fees, disbursements and other charges of in-house counsel) counsel to the Initial NoteholderAgent, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless each Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Noteholdersindemnify, their affiliates, and hold harmless each Lender and Agent and their respective officers, directors, partnersofficers, employees, advisorstrustees, agents, controlling persons investment advisors and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Credit Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable (other than by such indemnified person or any of its Related Parties) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Parent Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Real Estate (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”) and (e) to pay for up to two appraisals and field examinations and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this Section 14.5), ; provided that the Issuer Borrowers shall have no obligation hereunder to any Indemnitee Administrative Agent or any Lender nor any of their respective Related Parties with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from attributable to (i) the gross negligence negligence, bad faith or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, the party to be indemnified or any of its affiliates Related Parties, (ii) any material breach of any Credit Document by the party to be indemnified or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from (iii) disputes among the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable LawAdministrative Agent, the Issuer 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 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 IndemniteeLenders and/or their transferees. All amounts due payable under this Section 8.5 14.5 shall be payable not later than 30 days after written demand therefor. Statements payable paid within ten Business Days of receipt by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer Parent Borrower of the Issuer as set an invoice relating thereto setting forth such expense in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholderreasonable retail. The agreements in this Section 8.5 14.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all of its (i) reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable and documented and out-of-pocket costs fees, disbursements and expenses and professional fees other charges of the advisors and counsel to the Initial Noteholder)Administrative Agent, 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 periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees reasonable and documented fees, disbursements and other charges of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel, in an amount not to exceed $5,000 for each such in-house counsel) to each Lender, each Issuing Lender and the Initial NoteholderAdministrative Agent; provided that such fees, disbursements and other charges of counsel with respect to clauses (a) and (b) above shall be limited to payno more than (i) one primary external counsel, indemnify(ii) one local counsel in each relevant jurisdiction and (iii) one specialty counsel for each reasonably necessary specialty, in each case, for (x) the Administrative Agent and (y) the Lenders and the Issuing Lenders taken as a whole (and, in each case, in the case of one or reimburse the Initial Noteholder formore actual or perceived conflicts of interest, and hold the Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, one or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents and any such other documentsmore additional counsel), and (c) to pay, indemnify or reimburse indemnify, and hold the NoteholdersArrangers, each Lender, each Issuing Lender and the Administrative Agent, their respective affiliates, and their respective officers, directors, partnersemployees, employeesagents, advisors, agentscontrolling persons, controlling persons partners, trustees and trustees administrators (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation, arbitration or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by a Loan Party, its equity holders, affiliates or creditors or any other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group MemberPerson, including any of the Mortgaged Properties, foregoing relating to the use of proceeds of the Loans or any Letter of Credit and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Loan Parties shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the (i) gross negligence or willful misconduct of such Indemnitee in performing its activities or in furnishing its commitments or services under the Loan Documents, (ii) a dispute solely among Indemnitees that does not arise from any act or omission of any Loan Party or any of its Affiliates (other than claims against the Administrative Agent, any Arranger, any Issuing Lender or any of the Lenders in its capacity as an agent, arranger, bookrunner, Issuing Lender or similar capacity) or (iii) a material breach of the Loan Documents by such Indemnitee, and provided, further, that this Section 10.5(c) shall not apply with respect to Taxes other than any of its affiliates Taxes that represent losses or its or their respective officers, directors, partners, employees, agents or controlling personsdamages arising from any non-Tax claim. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons others of information or other materials sent obtained through electronic, telecommunications or other information transmission systems that systems, except to the extent any such damages are intercepted found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such persons or Indemnitee. No Indemnitee shall be liable for any indirect, special, indirectexemplary, punitive or consequential or punitive damages in connection with this Agreement or the Notes. Without limiting other Loan Documents or the foregoing, and to the extent permitted by Applicable Law, the Issuer agrees not to assert and to cause its Subsidiaries not to assert, and transactions contemplated hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteethereby. All amounts due under this Section 8.5 10.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 10.5 shall survive payment the termination of this Agreement and the repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Arranger and the Agents for all its (i) their reasonable documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs documented fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Initial Noteholder)Administrative Agent and the charges of Syndtrak, following the presentation of a summary statement, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Initial Noteholder Agents for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse each Lender, each Agent, the NoteholdersArranger, their respective affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, controlling persons and trustees members of each of the foregoing (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including reasonable fees, disbursements and other charges of a single counsel and, to the extent reasonably necessary, a single local counsel in each applicable jurisdiction and single specialty counsel) or disbursements of any kind or nature whatsoever incurred arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and regardless of whether such matter is initiated by an Indemnitee or asserted against any Indemnitee by any a third party or by the Issuer Borrower or its subsidiaries or any other Issuer Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of shareholders) that relates to the transactions contemplated hereby or therebythe execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (i) to the extent such Indemnified Liabilities are found by a final judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, (ii) any claim by an Indemnitee against another Indemnitee that (x) did not arise out of any action or inaction on the part of the Borrower or any of its Affiliates and (y) do not involve an Agent or Arranger or any of its affiliates acting in its capacity as Agent or its Arranger (or their respective officersin any similar capacity), directors, partners, employees, agents or controlling persons(iii) material breach of this Agreement by an Indemnitee. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, including CERCLA or similar state law that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer Chief Financial Officer (Telephone No. (000) 000-0000) (Fax No. (407) 000- 0000), at the address of the Issuer as Borrower set forth in Section 8.210.02, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Lender for all its (i) reasonable out-of-pocket and documented respective costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, excluding legal fees of counsel to the Lender but including the reimbursement of such counsel’s reasonable and documented out-of-pocket costs and expenses and professional fees of expenses, (b) to pay or reimburse the advisors and counsel to the Initial Noteholder), and (ii) Lender for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the documented fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Initial NoteholderLender, (bc) to pay, indemnify, or reimburse the Initial Noteholder Lender for, and hold the Initial Noteholder Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the NoteholdersLender, their its affiliates, and their its respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer Borrower or any other Issuer Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Secured Note Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Loan Document or any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by any Group Member, or any environmental liability related in any way to any Group Member or any or their respective properties, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer Borrower or any other Issuer Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, by, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesLoans, the Additional Note or the Zero Coupon Note. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to Xxx X. Xxxxxxx, Senior Vice President, Treasurer & Chief Information Officer (Telephone No. 000-000-0000) (Fax No. 000-000-0000), at the Treasurer address of the Issuer as Borrower set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderLender. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Lenders for all its (i) reasonable their out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Initial Noteholdereach Lender, (b) to pay, indemnify, or reimburse the Initial Noteholder each Lender for, and hold the Initial Noteholder each Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (c) to pay, indemnify or reimburse the Noteholderseach Lender, their respective affiliates, and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer Borrower or any other Issuer Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Secured Note Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer Borrower or any other Issuer Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”), provided that the Issuer Borrower shall have no obligation hereunder to any Indemnitee (x) for Taxes (it being understood that the Borrower’s obligations with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that Taxes are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 shall survive payment of the Notes and all other amounts payable hereunder.2.13) or

Payment of Expenses. The Issuer Each of the Parent REIT and the Borrower jointly and severally agrees (a) to pay or reimburse the Initial Noteholder Agents and the Arrangers for all its (i) their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Commitments and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Initial NoteholderAdministrative Agent (but limited, in the case of legal fees and expenses, to a single firm of counsel for all such Persons, taken as a whole and, if relevant, of a single firm of local counsel in each applicable jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest, where the Person affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person and, if relevant, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Person)) and the charges of Intralinks or another similar electronic system, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel to the Lenders and the Agents (including but limited, in the allocated case of legal fees and disbursements and other charges expenses, to a single firm of in-house counsel) to the Initial Noteholdercounsel for all such Persons, (b) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feestaken as a whole and, if anyrelevant, of a single firm of local counsel in each applicable jurisdiction (which may be payable include a single firm of special counsel acting in multiple jurisdictions) for all such Persons, taken as a whole (and, in the case of an actual or determined to be payable in connection with perceived conflict of interest, where the execution and delivery of, or consummation or administration of any Person affected by such conflict notifies the Borrower of the transactions contemplated byexistence of such conflict and thereafter retains its own counsel, or any amendmentof another firm of counsel for such affected Person and, supplement or modification ofif relevant, or any waiver or consent under or of a single firm of local counsel in respect of, this Agreement, the other Secured Note Documents and any each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such other documentsaffected Person)), and (c) to pay, indemnify or reimburse the Noteholderseach Lender, each Agent, their respective affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer Parent REIT, the Borrower or any other Issuer Loan Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Secured Note Document Loan Document, any commitment letter or fee letter in connection therewith, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any Loan or Letter of Credit or the violation of, noncompliance with use or liability under, any Environmental Law applicable to proposed use of the operations or assets of any Group Member, proceeds thereof (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the Mortgaged Properties, and the reasonable fees and expenses of legal counsel documents presented in connection with claimssuch demand do not strictly comply with the terms of such Letter of Credit), actions (iii) any actual or proceedings alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by the Parent REIT, the Borrower or any Indemnitee against of their respective Subsidiaries, or any Issuer Party under environmental liability related in any Secured Note Document way to the Borrower or any of their respective Subsidiaries or any of their respective properties, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer Parent REIT, the Borrower or any other Issuer Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that neither the Issuer Parent REIT nor the Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted directly and primarily from (in each of the succeeding clauses (w), (x) and (y), to the extent determined by a court of competent jurisdiction, in a final and non-appealable judgment) (w) the gross negligence or willful misconduct ofof such Indemnitee or any of such Indemnitee’s officers, in each case as determined by a final directors and nonappealable decision of a court of competent jurisdictionemployees (collectively, such Indemnitee’s “Related Parties”), (x) the material breach by such Indemnitee (or any of such Indemnitee’s Related Parties) of its express obligations under the Loan Documents pursuant to a claim initiated by the Borrower, (y) with regard to Section 10.5(d)(iii), are caused solely by Materials of Environmental Concern first brought onto such respective property after neither Parent REIT, the Borrower nor any other Loan Party has possession or control of such property after a foreclosure or other transfer in lieu of foreclosure by an Indemnitee or (z) any proceeding that does not involve an act or omission of the Borrower or any of its affiliates Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any proceeding against any Indemnitee solely in its capacity or in fulfilling its role as an Agent, Issuing Lender, or their respective officers, directors, partners, employees, agents or controlling personsArranger). No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons except to the extent resulting from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties (to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment). No party hereto shall be liable for any special, indirect, consequential or punitive damages in connection with the NotesFacilities or the Loan Documents; provided that nothing contained in this sentence shall limit the Borrower or Parent REIT’s obligations to the extent set forth in this Section 10.5 to the extent such damages are included in any third party claim in connection with which an Indemnitee is entitled to indemnification hereunder. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any IndemniteeIndemnitee regarding any Indemnified Liabilities for which Borrower has an obligation under this Section 10.5. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by each of the Issuer Parent REIT and the Borrower pursuant to this Section 8.5 shall be submitted to at the Treasurer address and attention of the Issuer as Parent REIT and the Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Parent REIT or the Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder. This Section 10.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses. The Issuer Each Borrower agrees (a) to pay or reimburse the Initial Noteholder each Agent for all its (i) reasonable out-of-out of pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to such Agent and filing and recording fees and expenses, with statements with respect to the Initial Noteholder)foregoing to be submitted to Cedar Fair LP on or 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 monthly basis or such other periodic basis as such Agent shall deem appropriate, (b) to pay or reimburse each Lender and (ii) Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this AgreementAgreement (including in any work-out or restructuring), the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-in house counsel) to the Initial Noteholder, (b) each Lender and of counsel to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents and any such other documents, Agent and (c) to pay, indemnify or reimburse the Noteholdersindemnify, their affiliates, and hold each Lender and Agent and their respective officers, directors, partnersemployees, employeesaffiliates, agents, advisors, agents, trustees and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other Secured Note Document or documents, including any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance non-compliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”), ; provided that the Issuer Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee; provided, further, that this Section 11.5(c) shall not apply with respect to Taxes other than any of its affiliates Taxes that represent liabilities, obligations, losses, damages or its other similar costs or their respective officersexpenses, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notesnon-Tax claim. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, (i) all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee and (ii) any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. All amounts due under this Section 8.5 11.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Issuer Borrowers pursuant to this Section 8.5 11.5 shall be submitted to Cedar Fair LP, at the Treasurer address of the Issuer as Borrowers set forth in Section 8.211.2, or to such other Person or address as may be hereafter designated by the Issuer Cedar Fair LP in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 11.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent and its Affiliates (without duplication) for all its (i) of their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, the syndication of the credit facilities provided for herein and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent 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 periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated reasonable fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial NoteholderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other similar taxes, if any, which 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 Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender and the Noteholders, their affiliates, Administrative Agent and their respective officers, directors, partners, employees, advisorsAffiliates, agents, advisors and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel (limited to not more than one counsel, plus, if necessary, one local counsel per jurisdiction (unless a conflict exists, in which case the reasonable fees and expenses of one additional legal counsel (plus one local counsel per jurisdiction, if necessary) for each group of affected Lenders that is, as among themselves, not conflicted, shall be covered) and except for allocated costs of in-house counsel) in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided regardless of whether any Indemnitee is a party thereto, provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Guarantor 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 10.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 10.5 shall be submitted to the Treasurer attention of the Issuer as General Counsel of the Borrower (Telephone No. 000-000-0000) (Telecopy No. 212- 444-6494) with a copy to the attention of the Chief Financial Officer of the Borrower (Telephone No. 000-000-0000) (Telecopy No. 212-444-4151), both at the address of the Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 10.5 shall survive payment the termination of this Agreement and the repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facility (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and one counsel to the Initial Noteholder)Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and the charges of Intralinks, (iib) to pay or reimburse each Lender and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated reasonable fees and disbursements and other charges of in-house counsel) one counsel to the Initial NoteholderAdministrative Agent and the other Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction, (bc) to pay, indemnify, or reimburse each Lender and the Initial Noteholder Administrative Agent for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse each Lender, the NoteholdersAdministrative Agent, their respective affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer or any other Issuer Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Secured Note Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any Loan or the violation ofuse or proposed use of the proceeds thereof, noncompliance with (iii) any actual or liability underalleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by the Borrower or any of its Subsidiaries, or any Environmental Law applicable Liability related in any way to the operations Borrower or assets of any Group Member, including any of the Mortgaged Propertiesits Subsidiaries or any or their respective properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesFacility. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to at the Treasurer address of the Issuer as Borrower set forth in Section 8.29.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder), Agents (b) to pay or reimburse each Lender and (ii) the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) ), consultants and other experts to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender and the Noteholders, their affiliates, Agents and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “"Indemnitee”") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Properties (all the foregoing in this clause (cd), collectively, the “"Indemnified Liabilities”"), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 10.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-out of pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent and such Issuing Lender, (b) to pay or reimburse each of the Lenders and (ii) Agents for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay caused by any Loan Party in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender and the Noteholders, their affiliates, Agents and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “"Indemnitee”") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Memberthe Borrower, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document its Subsidiaries or any actual property at any time owned, leased or prospective claim, litigation, investigation in any way used by the Borrower or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto its Subsidiaries (all the foregoing in this clause (cd), collectively, the “"Indemnified Liabilities”"), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (i) to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons gross negligence or willful misconduct of information such Indemnitee or (ii) solely related to the transfer, assignment or other materials sent through electronic, telecommunications disposition by or other information transmission systems that are intercepted by such persons on behalf of any Indemnitee of any Note or for any special, indirect, consequential interest in its Commitments or punitive damages in connection with the Notesrights to payment under this Agreement. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 shall survive payment of the Notes and all other amounts payable hereunder.,

Payment of Expenses. The Issuer Company agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent and the Lead Arranger for all its (i) reasonable out-of-pocket and documented out‑of‑pocket costs and expenses incurred in connection with the developmentsyndication, preparation and execution ofexecution, and any amendment, supplement amendments or modification to, modifications or waivers of the provisions of this Agreement and the other Secured Note Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and one counsel (and, if necessary, one local counsel per jurisdiction) to the Initial Noteholder)Lead Arranger and the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company 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 periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Documents Agreement and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the reasonable fees and disbursements of one counsel (including the allocated fees and, if necessary, one local counsel per jurisdiction) to each Bank and disbursements and other charges of in-house counselone counsel (and, if necessary, one local counsel per jurisdiction) to the Initial NoteholderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Bank, the Initial Noteholder Lead Arranger and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which 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 Secured Note Documents Agreement and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Bank, the Noteholders, their affiliates, Lead Arranger and the Administrative Agent and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofsyndication (but solely with respect to the Lead Arranger and its officers, in connection withdirectors, or as a result ofemployees, the execution or delivery affiliates, agents and controlling persons), execution, delivery, enforcement, performance and administration of this Agreement, Agreement and any such other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Memberdocuments, including any of the Mortgaged Properties, foregoing relating to the use of proceeds of the Loans and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party the Company under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto this Agreement (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons willful misconduct, bad faith or gross negligence of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 12.5 shall be payable not later than 30 days promptly after written demand therefor. Statements payable by the Issuer Company pursuant to this Section 8.5 12.5 shall be submitted to the Treasurer address of the Issuer as Company set forth in Section 8.212.2, or to such other Person or address as may be hereafter designated by the Issuer Company in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 12.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder. The Banks shall endeavor in good faith to limit the number of counsel retained by them to avoid duplication of expenses.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent 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 periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial NoteholderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which 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 Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender and the Noteholders, their affiliates, Administrative Agent and their respective officers, directors, partners, employees, advisorsAffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, properties owned by such Group Members and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, of such Indemnitee or breach in each case as determined by a final and nonappealable decision bad faith of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from ’s obligations under the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesLoan Documents. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waivewaives, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 ten (10) days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to Treasurer (Telephone No. (000) 000-0000; Facsimile No. (000) 000-0000), at the Treasurer address of Xxxxx Limited (prior to the Issuer as Guaranty Assignment Effective Date) and Xxxxx Global SA (on and after the Guaranty Assignment Effective Date) set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 8.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents including, without limitation, the reasonable fees and any other documents prepared expenses of one joint counsel to the Agents in connection herewith or therewith, with this Agreement and the consummation other Loan Documents, (b) to pay or reimburse each Lender and administration of the transactions contemplated hereby and thereby (including the reasonable Administrative Agent for all its out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, Agreement or the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwiseincluding, including without limitation, the fees and disbursements of one joint counsel (including the allocated fees and disbursements and other charges of in-house and, if required, one regulatory counsel) to the Initial NoteholderLenders and the Administrative Agent (each such counsel to be reasonably acceptable to the Administrative Agent and the Issuing Lenders), provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (bc) to pay, indemnify, or reimburse each Lender and the Initial Noteholder Administrative Agent for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, documents and (cd) to pay, indemnify or reimburse the Noteholdersindemnify, and hold each Agent, Lender, Issuing Lender, and each of their affiliatesrespective Affiliates, and their respective officers, directors, partnersofficers, employees, advisors, agents, controlling persons affiliates and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any Agreement and the other Secured Note Document or any agreement or instrument contemplated hereby or thereby, Loan Documents and the performance by the parties hereto or thereto use of their respective obligations hereunder or thereunder or the consummation proceeds of the transactions contemplated hereby Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets Letters of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Credit (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities indemnified liabilities that are found by a final and non-appealable decision of a court of competent jurisdiction to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct ofof such indemnified person, in each case as determined from the breach by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any indemnified person of its affiliates Contractual Obligations to the Borrower or its from negotiated settlements of pending or their respective officers, directors, partners, employees, agents or controlling personsthreatened legal actions entered into by such indemnified person without the Borrower’s consent. No Indemnitee indemnified person referred to above shall be liable for any damages arising from the unauthorized use by unauthorized persons unintended recipients of any information or other materials sent distributed to such recipients by such indemnified person through electronic, electronic telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement or the Notesother Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such indemnified person as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limiting Notwithstanding the foregoing, and to the extent permitted by Applicable Law, the Issuer agrees this Section 9.5 shall 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 other rights of recovery apply with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind taxes other than any taxes that represent losses or nature, under or related to Environmental Laws, that damages arising from any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 shall survive payment of the Notes and all other amounts payable hereundernon-tax claim.

Payment of Expenses. The Issuer agrees Borrower shall reimburse the Lender on demand for all costs and expenses, including, without limitation, reasonable legal expenses and reasonable attorneys' fees of outside counsel, incurred by the Lender in connection with (a) the documentation and consummation of the transactions contemplated hereunder and any other transactions between Borrower and the Lender, including, without limitation, UCC and other public record searches and filings, overnight courier or other express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review (including due diligence review) costs; (b) the collection, protection or enforcement of any rights in or to pay the Collateral; (c) the collection of any obligations of Borrower to the Lender under this Agreement, the Notes or reimburse any other Transaction Document; (d) the Initial Noteholder administration and enforcement of the Lender's rights under this Agreement or any other Transaction Document (including, without limitation, any costs and expenses of any third party provider engaged by the Lender for such purposes); (e) costs associated with any refinancing or restructuring of the Notes whether in the nature of a "work out," in any insolvency or bankruptcy proceeding or otherwise, and whether or not consummated; (f) all its (i) reasonable out-of-pocket costs and expenses incurred of the Lender and its assignees (including, without limitation, attorneys' fees) in connection with the developmentassignment, preparation and execution of, and any amendment, supplement transfer or modification to, this Agreement and the other Secured Note Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration syndication of the transactions contemplated hereby and thereby Notes; (including the reasonable out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder)g) all liability for any intangibles, and (ii) costs and expenses incurred in connection with the enforcement documentary, stamp or preservation of any rights or exercise of remedies under this Agreementother similar taxes, the other Secured Note Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Initial Noteholder, (b) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feesexcises, if any, which including any interest and penalties; and (h) any finder's or brokerage fees, commissions and expenses, 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 Notes and the other Secured Note Documents and any Transaction Documents. All such other documents, and (c) to pay, indemnify or reimburse the Noteholders, their affiliates, and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred and charges shall constitute obligations hereunder, shall be payable by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer or any other Issuer Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable Borrower to the operations or assets of any Group MemberLender on demand, including any of the Mortgaged Propertiesand, and the reasonable fees and expenses of legal counsel until paid, shall bear Default Interest (as defined in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”), provided that the Issuer shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes). Without limiting the foregoing, and if (i) any Note is placed in the hands of an attorney or agency for collection or enforcement or is collected or enforced through any legal proceeding or the Lender otherwise takes action to the extent permitted by Applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All collect amounts due under this Section 8.5 such Note or to enforce the provisions of such Note or (ii) there occurs any bankruptcy, reorganization, receivership of Borrower or other proceedings affecting creditors' rights and involving a claim under such Note, then Borrower shall be payable not later than 30 days after written demand therefor. Statements payable pay the costs incurred by the Issuer pursuant Lender for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, attorneys' fees and disbursements (including such fees and disbursements related to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth seeking relief from any stay, automatic or otherwise, in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 shall survive payment of the Notes and all other amounts payable hereundereffect under any applicable bankruptcy law).

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent 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 periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial NoteholderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which 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 Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender and the Noteholders, their affiliates, Administrative Agent and their respective officers, directors, partners, employees, advisorsAffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, properties owned by such Group Members and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, of such Indemnitee or breach in each case as determined by a final and nonappealable decision bad faith of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from ’s obligations under the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesLoan Documents. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waivewaives, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 ten (10) days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to Treasurer (Telephone No. (000) 000-0000; Facsimile No. (000) 000-0000), at the Treasurer address of the Issuer as Xxxxx Limited set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 8.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim.

Payment of Expenses. The Issuer Borrower agrees (a) (x) to pay or reimburse the Initial Noteholder Administrative Agent, the Lead Arrangers, the Bookrunners and the Co-Manager for all its (i) their reasonable and documented out-of-pocket costs costs, fees and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable and documented fees and disbursements of one firm of counsel to the Administrative Agent, the Lead Arrangers and the Bookrunners, taken as a whole (and, by a single firm of local counsel in each appropriate jurisdiction for the Administrative Agent, the Lead Arrangers, the Bookrunners and the Co-Manager, and, solely if representation by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual conflict of interest, one additional outside counsel to all such Persons subject to such conflict, taken as a whole) and the charges of Intralinks, (y) to pay or reimburse each Lender, the Administrative Agent, each Lead Arranger, each Bookrunner and the Co-Manager, for all their reasonable and documented out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the reasonable and documented fees and disbursements of one firm of counsel to the Lenders, the Administrative Agent, the Lead Arrangers, the Bookrunners and the Co-Manager, taken as a whole (including and, by a single firm of local counsel to such Persons, taken as a whole, in each appropriate jurisdiction, and, solely if representation by a single counsel would be inappropriate based on the allocated advice of legal counsel due to the existence of an actual conflict of interest, one additional outside counsel to all such Persons subject to such conflict, taken as a whole) and (z) to pay in full in cash all reasonable and documented out-of-pocket fees and disbursements and other charges of in-house counsel) expenses payable to Xxxxxx, Xxxx & Xxxxxxxx LLP, as legal counsel to the Initial Noteholderad hoc group of Lenders, (b) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the syndication, negotiation, documentation, 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 Secured Note Documents and any such other documentsAmendment No. 2, and (cb) to pay, indemnify or reimburse each Lender, the NoteholdersAdministrative Agent, their respective affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer or any other Issuer Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Secured Note Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any Loan or Letter of Credit or the violation of, noncompliance with use or liability under, any Environmental Law applicable to proposed use of the operations or assets of any Group Member, proceeds thereof (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the Mortgaged Properties, and the reasonable fees and expenses of legal counsel documents presented in connection with claimssuch demand do not strictly comply with the terms of such Letter of Credit), actions (iii) any actual or proceedings by alleged presence or release of, or exposure to, any Indemnitee against Materials of Environmental Concern, any Issuer Party under failure to comply with Environmental Law or any Secured Note Document claim, litigation, investigation or proceeding pursuant to Environmental Law relating to any Materials of Environmental Concern related in any way to the Borrower or any of its Subsidiaries or any or of their respective properties, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, and whether or not such claim, litigation, investigation or proceeding are brought by any third party or by the Issuer Borrower, its equity holders, affiliates, creditors or any other Issuer Party, person and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cb), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (i) to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (ii) arising from a material breach of such Indemnitee’s obligations hereunder, as finally determined by a court of competent jurisdiction in a final, nonappealable judgment or (iii) arising from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission or the Borrower or any of its affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against the Administrative Agent in its capacity as such), and provided, further, this Section 10.5 shall not apply with respect to Taxes other than any Taxes expressly referenced in this Section 10.5 or their respective officersthat represent losses or damages arising from non-Tax claim. Each Indemnitee shall be obligated to refund or return any and all amounts paid by any Borrower pursuant to this Section 10.5 to such Indemnitee for any fees, directorsexpenses, partnersor damages to the extent such Indemnitee is not entitled to payment of such amounts in accordance with the terms hereof. The Borrower acknowledges that information and documents relating to the Facilities may be transmitted through a Platform, employeesand, agents notwithstanding anything herein to the contrary, that the Administrative Agent is not responsible for approving or controlling persons. No vetting the representatives or contacts of any Lender that are added to any such Platform and that no Indemnitee shall be liable for any damages arising from the unauthorized use by unauthorized persons others of information or other materials sent through electronicdocuments occurring as a result of such information or documents being transmitted in such manner unless resulting from such Indemnitee’s gross negligence, telecommunications bad faith or other information transmission systems that are intercepted by such persons or willful misconduct, and neither the Borrower nor any Indemnitee shall be liable for any special, indirect, consequential or punitive damages in connection with the NotesFacilities. The Borrower shall have the right to undertake, conduct and control through counsel of its own choosing (which counsel shall be acceptable to the applicable Indemnitee acting reasonably), the conduct and settlement of claims with respect to the related Indemnified Liabilities, and such Indemnitee shall cooperate with the Borrower in connection therewith; provided that the Borrower shall permit such Indemnitee to participate in such conduct and settlement through counsel chosen by such Indemnitee. Notwithstanding the foregoing, each Indemnitee shall have the right to employ its own counsel if such Indemnitee reasonably determines that (i) the Borrower’s counsel is not defending any claim or proceeding in a manner reasonably acceptable to such Indemnitee or (ii) the interest of the Borrower and such Indemnitee have become adverse in any such claim or cause of action, provided, however, that in any event, the Borrower shall only be liable for the reasonable and documented out-of-pocket legal expenses of one counsel for all such Indemnitees, taken as a whole. If clause (ii) of the immediately preceding sentence is applicable, at the option of the applicable Indemnitee, its attorneys shall control the resolution of any such claim with respect to the related Indemnified Liabilities. The Borrower shall not, without the prior written consent of each Indemnitee affected thereby, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not such Indemnitee is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (a) includes an unconditional release of such Indemnitee from all liability arising out of such action or claim, (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Indemnitee and (c) does not require such Indemnitee to pay any form of consideration to any party or parties (including, without limitation, the payment of money) in connection therewith. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any IndemniteeIndemnitee until all Obligations (other than obligations in respect of any Specified Hedge Agreement and other than indemnity obligations that survive the termination of this Agreement and for which no notice of a claim has been received by the Borrower as of such termination) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding. All amounts due under this Section 8.5 shall be payable not later than 30 days (x) after written demand therefor. Statements payable by thereof, in the Issuer pursuant to this Section 8.5 shall be submitted to case of any indemnification obligations and (y) in the Treasurer case of the Issuer as set reimbursement of costs and expenses, after receipt of an invoice relating thereto, setting forth such expenses in Section 8.2, or to reasonable detail and together with backup documentation supporting such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholderreimbursement requests. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder. This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Agents, (b) to pay or reimburse each Lender and (ii) the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-in- house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender and the Noteholders, their affiliates, Agents and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”"indemnitee") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Properties (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided PROVIDED that the Issuer Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined indemnified liabilities are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons gross negligence or willful misconduct of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notesindemnitee. Without limiting the foregoingforegoing (including, without limitation, the proviso to the preceding sentence), and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 10.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Arranger and the Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Initial Noteholder)Administrative Agent and the charges of SyndTrak, Intralinks or similar electronic platform, (b) to pay or reimburse each Lender, the Arranger and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees to each Lender and disbursements and other charges of in-house counsel) counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse each Lender, the Initial Noteholder Arranger and the Agents for, and hold each Lender, the Initial Noteholder Arranger and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and Other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse each Lender, the NoteholdersArranger, each Agent, their affiliatesrespective Affiliates, and their respective officers, directors, partnerstrustees, employees, Affiliates, shareholders, attorneys and other advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged PropertiesProperties or the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Borrower hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that neither the Issuer Borrower or any Foreign Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems (including materials obtained through Intralinks or other similar information systems) that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower and each Foreign Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer address of the Issuer as Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Credit Facility and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Initial Noteholder)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Initial Noteholder Agents for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify indemnify, or reimburse each Lender, the NoteholdersAgents, their respective affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Revolving Credit Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group MemberParent, including any of the Mortgaged Propertiesits Subsidiaries or Securitization Subsidiaries or any property at any time owned, leased, or in any way used by Parent, any Subsidiary or Securitization Subsidiary of Parent or any other entity for which Parent or any of its Subsidiaries or Securitization Subsidiaries is alleged to be responsible, and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries and Securitization Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries and Securitization Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to Xxx Xxxxx (Telephone No. (000) 000-0000) (Fax No. (561) 989–2940), at the Treasurer address of the Issuer as Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer agrees Borrowers jointly and severally agree (a) to pay or reimburse the Initial Noteholder Arrangers and the Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Initial Noteholder)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender, the Arrangers and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse each Lender, the Initial Noteholder Arrangers and the Agents for, and hold each Lender, the Initial Noteholder Arrangers and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Noteholderseach Lender, each Arranger, each Agent, their respective affiliates, and their respective officers, directors, partnerstrustees, employees, affiliates, shareholders, attorneys and other advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with with, or liability under, under any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged PropertiesProperties or the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Borrower hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer no Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, Indemnitee or any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling personsaffiliate thereof. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, except to the extent such claim, demand, penalty, fine, liability, settlement, damage, cost or expense is found by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer any Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer address of the Issuer as Borrowers set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrowers in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer agrees Borrowers agree (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees, disbursements and expenses other charges of Cxxxxx Xxxxxx & Rxxxxxx llp and professional fees of the advisors and one counsel in each local jurisdiction to the Initial Noteholderextent consented to by the Parent Borrower (such consent not to be unreasonably withheld), (b) to pay or reimburse the Agent for all its reasonable and (ii) documented costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Credit Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and reasonable fees, disbursements and other charges of in-house counsel) counsel to the Initial NoteholderAgent, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless each Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Noteholdersindemnify, their affiliates, and hold harmless each Lender and Agent and their respective officers, directors, partnersofficers, employees, advisorstrustees, agents, controlling persons investment advisors and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Credit Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable (other than by such indemnified person or any of its Related Parties) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Parent Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Real Estate (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”) and (e) to pay for up to two appraisals and field examinations and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this Section 14.5), ; provided that the Issuer Borrowers shall have no obligation hereunder to any Indemnitee Administrative Agent or any Lender nor any of their respective Related Parties with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from attributable to (i) the gross negligence negligence, bad faith or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, the party to be indemnified or any of its affiliates Related Parties, (ii) any material breach of any Credit Document by the party to be indemnified or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from (iii) disputes among the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable LawAdministrative Agent, the Issuer 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 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 IndemniteeLenders and/or their transferees. All amounts due payable under this Section 8.5 14.5 shall be payable not later than 30 days after written demand therefor. Statements payable paid within ten Business Days of receipt by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer Parent Borrower of the Issuer as set an invoice relating thereto setting forth such expense in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholderreasonable retail. The agreements in this Section 8.5 14.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer agrees Borrowers agree (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees, disbursements and expenses other charges of one primary counsel and professional fees of the advisors and one counsel in each local jurisdiction to the Initial Noteholderextent consented to by the Parent Borrower (such consent not to be unreasonably withheld), (b) to pay or reimburse the Agents for all its reasonable and (ii) documented costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Credit Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and reasonable fees, disbursements and other charges of in-house counsel) counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless each Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Noteholdersindemnify, their affiliates, and hold harmless each Lender and Agent and their respective officers, Affiliates and their and their Affiliates’ respective directors, partnersofficers, employees, advisorstrustees, agents, controlling persons investment advisors and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Credit Documents and any such other Secured Note Document or documents, including any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable (other than by such indemnified person or any of its Related Parties) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Parent Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Real Estate (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”) and (e) to pay for up to two appraisals and field examinations and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this Section 14.5), ; provided that the Issuer Borrowers shall have no obligation hereunder to any Indemnitee Agent or any Lender nor any of their respective Related Parties with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from attributable to (i) the gross negligence negligence, bad faith or willful misconduct of, in each case of the party to be indemnified or any of its Related Parties (as determined by a final and nonappealable decision non-appealable judgment of a court of competent jurisdiction), such Indemnitee(ii) any material breach of any Credit Document by the party to be indemnified (as determined by a final non-appealable judgment of a court of competent jurisdiction) or (iii) disputes among the Agents, the Lenders and/or their transferees (other than any claims against an Agent or Lender in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement and other than any claims arising out of any act or omission of any Borrower or any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 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 IndemniteeAffiliates). All amounts due payable under this Section 8.5 14.5 shall be payable not later than 30 days after written demand therefor. Statements payable paid within ten Business Days of receipt by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer Parent Borrower of the Issuer as set an invoice relating thereto setting forth such expense in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholderreasonable retail. The agreements in this Section 8.5 14.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the initial syndication, development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender and the Noteholders, their affiliates, Agents and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”"indemnitee") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee with respect to any pending or asserted against any Indemnitee by any third party threatened litigation or by proceeding arising in respect of the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Xxxxx-Xxxxx, the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Properties (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted indemnified liabilities result from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notesindemnitee. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer agrees Borrowers agree not to assert and to cause its Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its their Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental LawsLaws applicable to the Borrower or any of its Subsidiaries or any of the Properties, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted indemnitee, except to the Treasurer extent arising from the gross negligence or willful misconduct of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholderindemnitee. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent, BAS and their respective Affiliates for all its (i) their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the credit facilities provided herein, the development, preparation preparation, execution, negotiation, delivery and execution administration of this Agreement and the other Loan Documents and of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent and BAS 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 periodic basis as the Administrative Agent and BAS shall deem appropriate, (iib) to pay or reimburse the Issuing Lender for all reasonable out-of pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent and BAS for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies rights, (i) under this Agreement, the other Secured Note Loan Documents and any such other documents prepared documents, including its rights under this Section or (ii) in connection herewith with the Loans made or therewith Letters of Credit issued hereunder, in respect of any Event of Default or otherwise, each case including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial NoteholderAdministrative Agent and all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (bd) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender, the Initial Noteholder Administrative Agent and BAS harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which 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 Secured Note Loan Documents and any such other documents, and (ce) to pay, indemnify or reimburse indemnify, and hold each Lender, the NoteholdersIssuing Lender, their affiliates, the Administrative Agent (and any sub-agent thereof) and BAS and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees Related Parties (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including the fees, charges and disbursements of counsel (including the allocated fees and expenses of in-house counsel)) incurred by an any Indemnitee or asserted against any Indemnitee by any third party or by the Issuer Borrower or any other Issuer Loan Party arising out of, in connection with, or as a result of, (i) the execution or delivery execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Memberdocuments, including any of the Mortgaged Properties, foregoing relating to the use or proposed use of proceeds of the Loans or Letters of Credit (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Document Loan Document, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any a third party or by the Issuer Borrower or any other Issuer Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (ce), collectively, the “Indemnified Liabilities”), provided that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons gross negligence or willful misconduct of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 10.5 shall be payable not later than 30 10 days after written demand therefor, accompanied by supporting documentation as to the calculation thereof. Statements payable by the Issuer Borrower pursuant to this Section 8.5 10.5 shall be submitted to Xxxxx Xxxxx (Telephone No.: 000-000-0000) (Telecopy No.: 212-301-1149), at the Treasurer address of the Issuer as Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 10.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder. Notwithstanding the provisions of this Section 10.5 and the provisions of any other Loan Document, the Loan Parties shall not be responsible for reimbursement of the costs and expenses of the Lenders to the extent they exercise their visitation and inspection rights pursuant to Section 6.6(b), absent an Event of Default.

Payment of Expenses. The Issuer agrees (a) to Borrower shall pay or reimburse the Initial Noteholder for all its (i) reasonable all reasonable, documented, out-of-pocket costs and expenses incurred by the Administrative Agent and its Related Parties (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the developmentsyndication of the credit facilities provided for herein, preparation the preparation, negotiation, execution, delivery and execution of, and any amendment, supplement or modification to, administration of this Agreement and the other Secured Note Loan Documents and or any other documents prepared in connection herewith amendments, restatements, modifications or therewithwaivers (or any proposed amendments, and restatements, modifications or waivers) of the consummation and administration of provisions hereof or thereof (whether or not the transactions contemplated hereby and or thereby shall be consummated), (including the reasonable ii) all reasonable, documented, out-of-pocket costs and expenses and professional fees incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of the advisors and counsel to the Initial Noteholder), any Letter of Credit or any demand for payment thereunder and (iiiii) costs and all reasonable, documented, out-of-pocket expenses incurred by the Administrative Agent, any Lender or any Issuing Bank (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any Issuing Bank) in connection with the enforcement or preservation protection of any its rights or exercise of remedies (A) in connection with this Agreement and the other Loan Documents, including its rights under this Agreement, the other Secured Note Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Initial Noteholder, (b) to pay, indemnifySection, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable (B) in connection with the execution and delivery Loans made or Letters of Credit issued hereunder, including all such reasonable, documented, out-of-pocket expenses incurred during any workout, restructuring 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 negotiations in respect of, this Agreement, the other Secured Note Documents and any of such other documents, and (c) to pay, indemnify Loans or reimburse the Noteholders, their affiliates, and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Letters of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer or any other Issuer Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”), provided that the Issuer shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 shall survive payment of the Notes and all other amounts payable hereunderCredit.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or ------------------- reimburse the Initial Noteholder Agents and the Arranger for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender, the Noteholders, their affiliates, Arranger and the Agents and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”"indemnitee") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Holdings, the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Borrower hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined indemnified liabilities are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons gross negligence or willful misconduct of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notesindemnitee. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholderindemnitee. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Credit Commitments through the Closing Date (other than fees payable to syndicate members) and with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Initial Noteholder)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender including, without limitation, the Issuing Lender and (ii) the Swing Line Lender and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Initial NoteholderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and indemnify and hold harmless each Lender and the Initial Noteholder harmless Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, and indemnify or reimburse the Noteholdersand hold harmless each Lender, each Agent, their respective affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, of the performance by foregoing relating to the parties hereto or thereto use of their respective obligations hereunder or thereunder proceeds of the Loans or the consummation use of the transactions contemplated hereby Letters of Credit or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Borrower hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee, in the absence of the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notespersons. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteeindemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted with reasonable supporting detail to the Treasurer Borrower’s chief financial officer, at the address of the Issuer as Borrower set forth in Section 8.29.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent (which shall promptly notify each Lender). The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Agents and the Arranger for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, syndication and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Agents for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender, the Initial Noteholder Arranger and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise (other than excise taxes imposed in lieu of income taxes) and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender, the Noteholders, their affiliates, Arranger and the Agents and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “"Indemnitee”") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result of, the execution or delivery enforcement and performance of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, of the performance by foregoing relating to the parties hereto or thereto use of their respective obligations hereunder or thereunder proceeds of the Loans or the consummation Letters of the transactions contemplated hereby Credit or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Holdings, the Borrower any of their respective Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Properties (all the foregoing in this clause (cd), collectively, the “"Indemnified Liabilities”"), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined (i) are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons gross negligence or willful misconduct of information such Indemnitee or other materials sent through electronic, telecommunications (ii) arise from disputes among the Agents or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with among the NotesLenders. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, Laws that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Lenders for all its (i) reasonable their out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Initial Noteholdereach Lender, (b) to pay, indemnify, or reimburse the Initial Noteholder each Lender for, and hold the Initial Noteholder each Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (c) to pay, indemnify or reimburse the Noteholderseach Lender, their respective affiliates, and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer Borrower or any other Issuer Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Secured Note Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer Borrower or any other Issuer Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”), provided that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, by, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans or the Additional Notes. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as Borrower (Telephone No. 000-000-0000) (Fax No. 000-000-0000) at the address of the Borrower set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderLenders. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the development, preparation preparation, execution and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents including, without limitation, the reasonable fees and any other documents prepared expenses of one joint counsel to the Agents in connection herewith or therewith, with this Agreement and the consummation other Loan Documents, (b) to pay or reimburse each Lender and administration of the transactions contemplated hereby and thereby (including the reasonable Administrative Agent for all its out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, Agreement or the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwiseincluding, including without limitation, the fees and disbursements of one joint counsel (including the allocated fees and disbursements and other charges of in-house and, if required, one regulatory counsel) to the Initial NoteholderLenders and the Administrative Agent (each such counsel to be reasonably acceptable to the Administrative Agent), provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (bc) to pay, indemnify, or reimburse each Lender and the Initial Noteholder Administrative Agent for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, documents and (cd) to pay, indemnify or reimburse the Noteholdersindemnify, and hold each Agent, each Arranger, each Lender, and each of their affiliatesrespective Affiliates, and their respective officers, directors, partnersofficers, employees, advisors, agents, controlling persons affiliates and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any Agreement and the other Secured Note Document or any agreement or instrument contemplated hereby or thereby, Loan Documents and the performance by the parties hereto or thereto use of their respective obligations hereunder or thereunder or the consummation proceeds of the transactions contemplated hereby or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Loans (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities indemnified liabilities that are found by a final and non-appealable decision of a court of competent jurisdiction to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct ofof such indemnified person, in each case as determined from the breach by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any indemnified person of its affiliates Contractual Obligations to the Borrower or its from negotiated settlements of pending or their respective officers, directors, partners, employees, agents or controlling personsthreatened legal actions entered into by such indemnified person without the Borrower’s consent. No Indemnitee indemnified person referred to above shall be liable for any damages arising from the unauthorized use by unauthorized persons recipients of any information or other materials sent distributed to such recipients by such indemnified person through electronic, electronic telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement or the Notesother Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such indemnified person as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limiting Notwithstanding the foregoing, and to the extent permitted by Applicable Law, the Issuer agrees this Section 9.5 shall 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 other rights of recovery apply with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind taxes other than any taxes that represent losses or nature, under or related to Environmental Laws, that damages arising from any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 shall survive payment of the Notes and all other amounts payable hereundernon-tax claim.

Payment of Expenses. (a) The Issuer Borrower agrees (ai) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the syndication of the Facility (including legal expenses (but limited to expenses of one legal counsel and, if reasonably necessary or advisable, of one regulatory counsel and a single local counsel in any relevant jurisdiction )) (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Initial Noteholder)Administrative Agent and the charges of Intralinks, and (ii) to pay or reimburse the Administrative Agent and any Issuing Lender and, if incurred during the continuance of an Event of Default, each Lender for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements of counsel to such Person (including the allocated fees and disbursements and other charges of in-house counsel) , but otherwise limited to expenses of one legal counsel and, if reasonably necessary or advisable, of one regulatory counsel and a single local counsel in any relevant jurisdiction for all such Persons unless, in the reasonable opinion of any such Person, representation of all such Persons by such counsel would be inappropriate due to the Initial Noteholder, existence of an actual or potential conflict of interest) and (biii) to pay, indemnify, or reimburse each Lender, each Issuing Lender and the Initial Noteholder Administrative Agent for, and hold each Lender, each Issuing Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and . (cb) The Borrower agrees to pay, indemnify or reimburse the Noteholderseach Lender, each Issuing Lender, each Agent, their affiliatesrespective Affiliates, successors and assigns, and their respective officers, directors, partnerstrustees, employees, advisors, agents, controlling persons and trustees members (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer or any other Issuer Party Borrower arising out of, in connection with, or as a result of, of (and in each case regardless of whether such matter is initiated by a third party or by the Borrower or any of their respective Affiliates or equity holders) (i) the execution or delivery of this Agreement, any other Secured Note Loan Document or any agreement or instrument contemplated hereby or therebythereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the violation ofdocuments presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), noncompliance with (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by the Borrower or any of its Subsidiaries, or any liability under, related to any Environmental Law applicable related in any way to the operations Borrower or assets of any Group Member, including any of the Mortgaged Propertiesits Subsidiaries or any of their respective properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer PartyBorrower, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cb), collectively, the “Indemnified Liabilities”), ; provided that the Issuer shall have no obligation hereunder to Indemnitee will be indemnified for any Indemnitee with respect to Indemnified Liabilities claim, loss, damage, liability or expense to the extent such Indemnified Liabilities the same resulted from (A) the gross negligence negligence, bad faith or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such the respective Indemnitee, any of its affiliates or its Affiliates or their respective officers, directors, partnerstrustees, employees, agents advisors, agents, controlling persons and members (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (B) any claim, litigation, investigation or controlling personsproceeding solely between or among Indemnified Persons other than actions against the Administrative Agent, the Joint Lead Arrangers or other persons acting in an agency or similar role in their capacity as such (and which does not involve an act or omission of the Borrower or any of its affiliates) and (C) any legal expenses in excess of the expenses of one legal counsel and, if reasonably necessary or advisable, of one regulatory counsel and a single local counsel in any relevant jurisdiction for all Indemnitees unless, in the reasonable opinion of an Indemnitee, representation of all Indemnitees by such counsel would be inappropriate due to the existence of an actual or potential conflict of interest. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information information, data, reports or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons (unless it is finally judicially determined that such interception was directly a result of the gross negligence or willful misconduct of such Indemnitee) or for any special, indirect, consequential or punitive damages in connection with the NotesFacility. Without limiting the foregoing, and to the extent permitted by Applicable applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to its Chief Financial Officer (Xxxxxxx Xxxx) (Telephone: (000) 000-0000; Email: xxxxxxx.xxxx@xxxxxxxxxxxx.xxx), at the Treasurer address of the Issuer as Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial Noteholder. Administrative Agent. (c) The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Company agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent and the Lead Arranger for all its (i) reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentsyndication, preparation and execution ofexecution, and any amendment, supplement amendments or modification to, modifications or waivers of the provisions of this Agreement and the other Secured Note Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and one counsel (and, if necessary, one local counsel per jurisdiction) to the Initial Noteholder)Lead Arranger and the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company 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 periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Documents Agreement and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the reasonable fees and disbursements of one counsel (including the allocated fees and, if necessary, one local counsel per jurisdiction) to each Bank and disbursements and other charges of in-house counselone counsel (and, if necessary, one local counsel per jurisdiction) to the Initial NoteholderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Bank, the Initial Noteholder Lead Arranger and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which 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 Secured Note Documents Agreement and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Bank, the Noteholders, their affiliates, Lead Arranger and the Administrative Agent and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofsyndication (but solely with respect to the Lead Arranger and its officers, in connection withdirectors, or as a result ofemployees, the execution or delivery affiliates, agents and controlling persons), execution, delivery, enforcement, performance and administration of this Agreement, Agreement and any such other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Memberdocuments, including any of the Mortgaged Properties, foregoing relating to the use of proceeds of the Loans and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party the Company under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto this Agreement (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction in final and nonappealable judgment to have resulted from the use by unauthorized persons willful misconduct, bad faith or gross negligence of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 12.5 shall be payable not later than 30 days promptly after written demand therefor. Statements payable by the Issuer Company pursuant to this Section 8.5 12.5 shall be submitted to the Treasurer address of the Issuer as Company set forth in Section 8.212.2, or to such other Person or address as may be hereafter designated by the Issuer Company in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 12.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder. The Banks shall endeavor in good faith to limit the number of counsel retained by them to avoid duplication of expenses.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Initial Noteholder)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Initial Noteholder Agents for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Noteholderseach Lender, each Agent, their respective affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Borrower hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to Xxxxx Xxxxx (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the Treasurer address of the Issuer as Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent and filing and recording fees and expenses; provided, however, the Borrower shall only be liable for the fees and expenses of one counsel for the Arranger Parties, the Administrative Agent and the Lenders, collectively, from time to time, in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (iiin 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 periodic basis as the Administrative Agent shall deem appropriate, (b) 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 any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the reasonable fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial Noteholder, (b) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents and any such other documents, Administrative Agent and (c) to pay, indemnify or reimburse indemnify, and hold each Lender, Arranger Party and the Noteholders, their affiliates, Administrative Agent and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Revolving Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or assets of any Group Member, including any of the Mortgaged Properties, its Subsidiaries or any of their properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party the Borrower under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided, provided that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision final, non-appealable judgment of a court of competent jurisdictionjurisdiction to arise from (i) the willful misconduct, bad faith or gross negligence of such Indemnitee, (ii) a material breach by such Indemnitee of its obligations hereunder or under the other Loan Documents or (iii) claims of one or more Indemnitees against another Indemnitee (other than claims against the Administrative Agent or the Arranger Parties in their capacities as such) and not involving any act or omission of the Borrower or its Subsidiaries or any of its affiliates their Affiliates (or its or their respective such person’s officers, directors, partnersemployees, employeesadvisors, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notesrepresentatives). Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer 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 other rights of recovery that arise as a result of such Indemnitee’s status as a Lender or the Administrative Agent, or an officer, director, employee, affiliate, agent or controlling person thereof, 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 that such claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses are found by a final non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 8.5 10.5 shall be payable not later than 30 10 days after written demand therefor, and such demand shall set forth in reasonable detail the basis for and calculation of any such amounts claimed as owing by the Borrower. Statements payable by the Issuer Borrower pursuant to this Section 8.5 10.5 shall be submitted to the Treasurer Borrower at the address of the Issuer as Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 10.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunderhereunder and the termination of this Agreement. This Section 10.5 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses. The Issuer Each of IBM and, as applicable, each Subsidiary Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and a single counsel to the Initial Noteholder)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this AgreementAgreement and any such other documents, including, without limitation, the other Secured Note Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the reasonable fees and disbursements of separate counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Initial NoteholderAdministrative Agent and to each Lender, and (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents Agreement and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender, each Local Currency Lender, each Syndication Agent, each Documentation Agent, each Joint Lead Arranger, the Noteholders, their affiliates, Administrative Agent and their respective directors, officers, directors, partners, employees, advisors, agents, controlling persons employees and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable fees and disbursements of any kind or nature whatsoever counsel, incurred by an Indemnitee or asserted against any Indemnitee by any third party such indemnified person which arise out of or by the Issuer or any other Issuer Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claimsany claim, actions litigation or proceedings by proceeding relating to this Agreement or any Indemnitee against such other documents, any Issuer Party under any Secured Note Document Loan or any actual or prospective proposed use of proceeds of any Loan or any of the Transactions, or any failure by any Borrower to repay any Local Currency Loans or other obligations owing under any Local Currency Facility when due in accordance with the terms of such Local Currency Facility, regardless of whether such claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort is brought by IBM or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Subsidiary Borrower (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”); provided, provided that the Issuer no Borrower shall have no any obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted indemnified liabilities arising from (x) the gross negligence or willful misconduct ofof such indemnified person, its affiliates or the directors, officers, employees and agents of such indemnified person, acting as such, in each case as determined by a final and nonappealable decision final, non-appealable judgment of a court of competent jurisdictionjurisdiction or (y) a material breach by such indemnified person, such Indemnitee, any of its affiliates or the directors, officers, employees and agents of such indemnified person, acting as such, of its or their respective officersobligations under this Agreement, directorsin each case as determined by a final, partnersnon-appealable judgment of a court of competent jurisdiction and provided further, employees, agents that nothing contained in this Section 11.5 (other than Section 11.5(c)) shall require IBM or controlling personsany Subsidiary Borrower to pay any taxes of any indemnified person or any Transferee or any indemnity with respect thereto. No Indemnitee indemnified person or IBM shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or persons. No indemnified person shall be liable for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoingthis Agreement; provided, and to the extent permitted by Applicable Law, the Issuer 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 that nothing in this sentence shall relieve IBM or any other rights Subsidiary Borrower of recovery with respect any obligation it may have to all claimsindemnify an indemnified person, demandsas provided in this paragraph, 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 special, indirect, consequential or punitive damages asserted against such indemnified person by a third party and the foregoing waivers shall be in addition to IBM and each Subsidiary Borrower’s indemnification obligations under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial NoteholderAgreement. The agreements in this Section 8.5 11.5 shall survive repayment of the Loans and the payment of the Notes and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Credit Commitments (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Initial Noteholder)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Initial Noteholder Agents for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Noteholderseach Lender, each Agent, their respective affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Issuer Borrower or any other Issuer Loan Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Secured Note Document Loan Document, any commitment letter or fee letter in connection therewith, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any Loan or Letter of Credit or the violation of, noncompliance with use or liability under, any Environmental Law applicable to proposed use of the operations or assets of any Group Member, proceeds thereof (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the Mortgaged Properties, and the reasonable fees and expenses of legal counsel documents presented in connection with claimssuch demand do not strictly comply with the terms of such Letter of Credit), actions (iii) any actual or proceedings alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by the Borrower or any Indemnitee against of its Subsidiaries, or any Issuer Party under environmental liability related in any Secured Note Document way to the Borrower or any of its Subsidiaries or any or their respective properties, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer Borrower or any other Issuer Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesRevolving Credit Commitments. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to Xxxx Lammas (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the Treasurer address of the Issuer as Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the initial syndication, development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note 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 thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender and the Noteholders, their affiliates, Agents and their respective officers, directors, partnerstrustees, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”"indemnitee") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee with respect to any pending or asserted against any Indemnitee by any third party threatened litigation or by proceeding arising in respect of the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including, without limitation, any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Xxxxx-Xxxxx, the Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Properties (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted indemnified liabilities result from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notesindemnitee. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer agrees Borrowers agree not to assert and to cause its Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its their Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental LawsLaws applicable to Xxxxx-Xxxxx, the Borrower, any of its Subsidiaries or any of the Properties that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted indemnitee, except to the Treasurer extent resulting from the gross negligence or willful misconduct of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholderany indemnitee. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Agents for all its (i) their reasonable out-of-pocket costs and expenses (invoiced in reasonable detail) incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket fees and disbursements and other charges of counsel to the Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and the Agents for all their costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder), and (iiinvoiced in reasonable detail) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Initial Noteholder Agents for, and hold each Lender and the Initial Noteholder Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Noteholderseach Lender, each Agent, their respective affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “"Indemnitee”") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Parent, the Borrower, DOC any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Borrower hereunder (all the foregoing in this clause (cd), collectively, the “"Indemnified Liabilities”"), provided that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer Borrower at the address of the Issuer as Borrower set forth in Section 8.211.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer agrees Borrowers jointly and severally agree (a) to pay or reimburse the Initial Noteholder Administrative Agent for all of its (i) reasonable out-of-pocket costs and expenses actually incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby thereby, including, without limitation, the reasonable fees and disbursements and other charges of outside counsel to the Administrative Agent and the charges of the Platform, (including b) to pay or reimburse each Lender and the Administrative Agent for all their reasonable out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder), and (ii) costs and expenses actually incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of outside counsel (including the allocated fees to each Lender and disbursements and other charges of in-house counsel) outside counsel to the Initial Noteholder, (b) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents and any such other documentsAdministrative Agent, and (c) to pay, indemnify or reimburse each Lender, the NoteholdersAdministrative Agent, their affiliatesrespective Affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever actually incurred by an Indemnitee or asserted against imposed on any Indemnitee in connection with any claim asserted by any third party or by the Issuer any Borrower or any other Issuer Loan Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Secured Note Document Loan Document, any commitment letter or fee letter in connection therewith, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any Loan or the violation ofuse or proposed use of the proceeds thereof, noncompliance with (iii) any actual or liability underalleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by any Borrower or any other Loan Party, or any Environmental Law applicable Liability related in any way to any Borrower or any other Loan Party or any of their respective properties (other than any such presence or release to the operations extent first arising solely after the date on which the Administrative Agent or assets of any Group Member, including any Secured Party enforces its remedies with respect to such property or the Pledged Stock of the Mortgaged Propertiesapplicable Borrower pursuant to the Loan Documents following an Event of Default by transferring the respective property or such Pledged Stock pursuant to a foreclosure, and accepting a deed in lieu of foreclosure or similar transfer thereof or the reasonable fees and expenses appointment of legal counsel in connection a receiver by a court of competent jurisdiction with claims, actions respect thereto) or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer any Borrower or any other Issuer Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, provided that the Issuer Borrowers shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or a material breach of this Agreement by such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, or for any special, indirect, consequential or punitive damages in connection with the Revolving Credit Commitments. No Loan Party (or any of its affiliates or its or their respective Affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents or and controlling persons. No Indemnitee ) shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesRevolving Credit Commitments unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Loan Party (or any of their respective Affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons); provided that such waiver of special, indirect, consequential or punitive damages shall not otherwise limit the indemnification obligations of the Borrowers under this Section. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer Borrowers pursuant to this Section 8.5 shall be submitted to the Treasurer address of the Issuer as Borrowers set forth in Section 8.29.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower Representative in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder. For the avoidance of doubt, this Section 9.5 shall not apply to Taxes, except any Taxes that represent losses or damages arising from any non-Tax claim.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the development, preparation preparation, execution and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents including, without limitation, the reasonable fees and any other documents prepared expenses of one joint counsel to the Agent in connection herewith or therewith, with this Agreement and the consummation other Loan Documents, (b) to pay or reimburse each Lender and administration of the transactions contemplated hereby and thereby (including the reasonable Administrative Agent for all its out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, Agreement or the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwiseincluding, including without limitation, the fees and disbursements of one joint counsel (including the allocated fees and disbursements and other charges of in-house and, if required, one regulatory counsel) to the Initial NoteholderLenders and the Administrative Agent (each such counsel to be reasonably acceptable to the Administrative Agent), provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (bc) to pay, indemnify, or reimburse each Lender and the Initial Noteholder Administrative Agent for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, documents and (cd) to pay, indemnify or reimburse the Noteholdersindemnify, and hold each Agent, Lender, and each of their affiliatesrespective Affiliates, and their respective officers, directors, partnersofficers, employees, advisors, agents, controlling persons affiliates and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any Agreement and the other Secured Note Document or any agreement or instrument contemplated hereby or thereby, Loan Documents and the performance by the parties hereto or thereto use of their respective obligations hereunder or thereunder or the consummation proceeds of the transactions contemplated hereby or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Loans (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities indemnified liabilities that are found by a final and non-appealable decision of a court of competent jurisdiction to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct ofof such indemnified person, in each case as determined from the breach by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any indemnified person of its affiliates Contractual Obligations to the Borrower or its from negotiated settlements of pending or their respective officers, directors, partners, employees, agents or controlling personsthreatened legal actions entered into by such indemnified person without the Borrower’s consent. No Indemnitee indemnified person referred to above shall be liable for any damages arising from the unauthorized use by unauthorized persons recipients of any information or other materials sent distributed to such recipients by such indemnified person through electronic, electronic telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement or the Notesother Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such indemnified person as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limiting Notwithstanding the foregoing, and to the extent permitted by Applicable Law, the Issuer agrees this Section 9.5 shall 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 other rights of recovery apply with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind taxes other than any taxes that represent losses or nature, under or related to Environmental Laws, that damages arising from any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 shall survive payment of the Notes and all other amounts payable hereundernon-tax claim.

Payment of Expenses. The Issuer agrees Each of CFC and, as applicable, CCCL, agrees: (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification toto or waiver under, this Agreement and the other Secured Note Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the administration of this Agreement, including, without limitation, the reasonable out-of-pocket fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, special counsel to the Administrative Agent and the Banks; (b) to pay or reimburse each Bank and each Agent for all costs and expenses (other than legal fees and professional fees of the advisors and counsel to the Initial Noteholder), and (iidisbursements) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Initial Noteholder, (b) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents Agreement and any such other documents, and the reasonable fees and disbursements of one firm of special counsel in each of the United States and Canada to the Agents and the Banks; and (c) to pay, (i) indemnify or reimburse the Noteholders, their affiliates, and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless Bank from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (other than legal fees and disbursements) of any kind whatsoever (and, with respect to any proceeding or nature whatsoever related proceedings, the reasonable fees and disbursements of one firm of special counsel to the relevant Banks in connection with such proceeding(s)) which may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by an Indemnitee or asserted against such Bank in any Indemnitee by any third party way relating to or by the Issuer arising out of this Agreement or any other Issuer Party arising out of, in connection with, documents contemplated by or as a result of, the execution referred to herein or delivery of this Agreement, any other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the violation of, noncompliance with any action taken or liability under, any Environmental Law applicable to the operations omitted by such Bank under or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contractprovided that no Borrower shall be liable for the payment of any portion of such liabilities, tort obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or any disbursements resulting from (x) the ordinary course of administration of this Agreement or such other theory, whether brought documents by any third party Bank or by the Issuer or (y) any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”), provided that the Issuer shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the Bank's gross negligence or willful misconduct ofor bad faith; and (ii) pay or reimburse (x) each Bank for any payments made by such Bank to either Agent or CASG pursuant to the provisions of Section 10.7 and (y) each Agent and CASG for any and all liabilities, in each case as determined expenses or disbursements incurred by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising them which pursuant to the provisions of Section 10.7 are the subject of indemnification payments from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and Banks to the extent permitted by Applicable Lawthat such Agent or CASG, as the Issuer agrees case may be, for whatever reason, did 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 receive such indemnification payments from any Bank or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial NoteholderBanks. The agreements in this Section 8.5 12.6 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse each of the Initial Noteholder Administrative Agent and the Joint Bookrunners for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and one counsel to the Initial Noteholder)Administrative Agent and Joint Bookrunners (and one local counsel to the Administrative Agent and Joint Bookrunners in any applicable jurisdiction as to which the Administrative Agent reasonably determines local counsel is appropriate) and such other counsel to the Administrative Agent and Joint Bookrunners as is retained with the Borrower’s consent, 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 (iiin 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 and Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of one counsel (including the allocated fees to all Lenders and disbursements and other charges of in-house counsel) counsel to the Initial NoteholderAgents, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder each Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other taxes, if any, which 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 Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Noteholdersindemnify, their affiliates, and hold each Lender and each Agent and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, Properties and the reasonable fees and expenses of one legal counsel for all Lenders (and one local counsel to such Lenders in any applicable jurisdiction as to which the Lenders reasonably determine is appropriate) in connection with claims, actions or proceedings by any Indemnitee against any Issuer Loan Party under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of or material branch of any Loan Document by such Indemnitee (or any of such Indemnitee, any of its ’s affiliates or its or their respective officers, directors, partnersemployees or agents), employeesto the extent such Indemnitee has settled any claim without the consent of the Borrower (which is not to be unreasonably withheld or delayed) or disputes between Lenders (other than with respect to a dispute with a Lender in its capacity as Administration Agent, agents Issuing Lender or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesSwingline Lender). Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, each of Holdings and the Issuer 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 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 such claims, demands, penalties, fines, liabilities, settlements, damages, costs, and expenses of whatever kind or nature, under or related to Environmental Laws, are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct, of or material breach of any Loan Document by, such Indemnitee (or any of such Indemnitee’s affiliates or their respective officers, directors, employees or agents), to the extent such Indemnitee has settled any claim without the consent of the Borrower (which is not to be unreasonably withheld or delayed) or disputes between Lenders (other than with respect to disputes not involving acts or omissions by the Borrower). In the case of any investigation, litigation or other proceeding to which the indemnity in clause (d) of this Section applies, such indemnity shall be effective whether or not such investigation, litigation or other proceeding is brought by a third party or any Group Member or an Indemnified Party, and whether or not an Indemnified Party is otherwise a party thereto. All amounts due under this Section 8.5 10.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 10.5 shall be submitted to the Treasurer address of the Issuer as Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 10.5 shall survive payment termination of the Notes Commitments and repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent and its Affiliates (without duplication) for all its (i) of their reasonable out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, the syndication of the credit facilities provided for herein and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent 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 periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated reasonable fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial NoteholderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other similar Taxes, if any, which 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 Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender and the Noteholders, their affiliates, Administrative Agent and their respective officers, directors, partners, employees, advisorsAffiliates, agents, advisors and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel (limited to not more than one counsel, plus, if necessary, one local counsel per jurisdiction (unless a conflict exists, in which case the reasonable fees and expenses of one additional legal counsel (plus one local counsel per jurisdiction, if necessary) for each group of affected Lenders that is, as among themselves, not conflicted, shall be covered) and except for allocated costs of in-house counsel) in connection with such claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided regardless of whether any Indemnitee is a party thereto, provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Guarantor 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 10.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Issuer Borrower pursuant to this Section 8.5 10.5 shall be submitted to the Treasurer attention of the Issuer as General Counsel of the Borrower (Telephone No. 000-000-0000) (Telecopy No. 212-588-4659) with a copy to the attention of the Chief Financial Officer of the Borrower (Telephone No. 000-000-0000) (Telecopy No. 212-444-4151), both at the address of the Borrower set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 10.5 shall survive payment the termination of this Agreement and the repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Parent and the Issuer agrees jointly and severally agree (a) to pay or reimburse the Initial Noteholder Agents and any Holder for all its (i) reasonable out-of-and documented out of pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, to this Agreement and the other Secured Note Documents and Documents, entered into at the request of any other documents prepared Note Party (in connection herewith each case, whether or therewith, and the consummation and administration of not the transactions contemplated hereby and thereby (shall be consummated), including the reasonable out-of-pocket costs Attorney Costs of one principal counsel for the Required Holders and expenses the Agents, (b) to pay or reimburse each Holder and professional fees of the advisors and counsel to the Initial Noteholder), and (ii) Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements without limitation, Attorney Costs of one principal counsel (including the allocated fees and disbursements and other charges unless such principal counsel may not represent all Holders as a result of in-house counsel) a conflict of interest of such Holders with respect to the Initial NoteholderObligations) for all Holders, and Attorney Costs for counsel to the Agents, (bc) to pay, indemnify, or reimburse each Holder and the Initial Noteholder Agents for, and hold each Holder and the Initial Noteholder Agents harmless from, any and all costs and reasonable expenses of perfecting and recording the Liens granted with respect to the Collateral, including all recording and filing fees fees, and any and all liabilities with respect to, or resulting from any delay in paying such feesdelinquent or non-payment of any stamp, excise and similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents and any such other documents, and (cd) to pay, indemnify or reimburse each Holder, the NoteholdersAgents, their affiliatesrespective Affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Note Documents and any such other documents, whether direct, indirect or consequential and whether based on any Laws (including securities and environmental Laws), that may be imposed on, incurred by an Indemnitee by, or asserted against any Indemnitee by such Indemnitee, in any third party manner relating to or by the Issuer or any other Issuer Party arising out of, in connection with, of any Note Documents or as a result of, the execution or delivery of this Agreement, any other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, thereby (including the violation ofHolders’ agreement to receive the Notes hereunder), noncompliance with or liability underincluding, any Environmental Law applicable to without limitation, the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided that the Parent and the Issuer shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons gross negligence or willful misconduct of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notes. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days promptly after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer Issuer at the address of the Issuer as set forth in Section 8.2Schedule 9.02, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial NoteholderHolders and the Administrative Holder. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.04 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Note Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. The agreements in this Section 8.5 shall survive payment repayment of the Notes and all other amounts payable hereunder. Notwithstanding the foregoing, this Section (other than clause (c) above) shall not apply to any tax-related matter.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable fees and disbursements of outside counsel to the Administrative Agent 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 periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its actual out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of one firm of outside counsel (including to all Lenders and the allocated fees and disbursements and other charges of in-house counsel) to the Initial Noteholder, (b) to pay, indemnify, or reimburse the Initial Noteholder for, and hold the Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Documents and any such other documentsAdministrative Agent, and (c) to pay, indemnify or reimburse indemnify, and hold each Lender and the Noteholders, their affiliates, Administrative Agent and their respective officers, directors, partnersemployees, employeesAffiliates, trustees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, or remedial actions required or reasonably necessary pursuant to, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged PropertiesProperties 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 and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party Group Member under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided, provided that the Issuer Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (i) to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (ii) to the extent arising from any of dispute solely among Indemnitees (other than with respect to Deutsche Telekom AG (acting in its affiliates or capacity as Administrative Agent hereunder) and its or their respective officers, directors, partners, employees, Affiliates, trustees, advisors, agents or and controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic(as Indemnitees), telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the NotesDeutsche Telekom AG acting in its capacity as Administrative Agent hereunder). Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer 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 other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 11.5 shall be payable not later than 30 days ten (10) Business Days after written demand therefor. Statements therefor and submission to the Borrower of statements payable by the Issuer Borrower pursuant to this Section 8.5 shall be submitted to 11.5 at the Treasurer address of the Issuer as Borrower set forth in Section 8.211.2, or to such other Person or address as may be hereafter designated by the Issuer Borrower in a written notice to the Initial NoteholderAdministrative Agent. The agreements in this Section 8.5 11.5 shall survive payment repayment of the Notes Loans and all other amounts payable hereunder. This Section 11.5 shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Payment of Expenses. The Issuer Parent Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Initial Noteholder)Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent 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 periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Secured Note Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Initial NoteholderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Initial Noteholder for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse indemnify, and hold each Lender, the Noteholders, their affiliates, Administrative Agent and their respective officers, directors, partnerstrustees, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemniteeindemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by (other than for loss of profits) with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Loan Documents and any such other Secured Note Document or documents, including any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby foregoing relating to the use of proceeds of the Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Parent Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee indemnitee against any Issuer Loan Party under any Secured Note Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided provided, that the Issuer Parent Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities indemnified liabilities are found by a court of competent jurisdiction to resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Notesindemnitee. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Issuer Parent Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteeindemnitee. All amounts due under this Section 8.5 10.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 Article X shall survive payment repayment of the Notes Loans and all other amounts payable hereunder.

Payment of Expenses. The Issuer Borrower agrees (a) to pay or reimburse the Initial Noteholder Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Secured Note Loan Documents including, without limitation, the reasonable fees and any other documents prepared expenses of one joint counsel to the Agents in connection herewith or therewith, with this Agreement and the consummation other Loan Documents, (b) to pay or reimburse each Lender and administration of the transactions contemplated hereby and thereby (including the reasonable Administrative Agent for all its out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Initial Noteholder), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, Agreement or the other Secured Note Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwiseincluding, including without limitation, the fees and disbursements of one joint counsel (including the allocated fees and disbursements and other charges of in-house and, if required, one regulatory counsel) to the Initial NoteholderLenders and the Administrative Agent (each such counsel to be reasonably acceptable to the Administrative Agent, the Swingline Lenders and the Issuing Lenders), provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (bc) to pay, indemnify, or reimburse each Lender and the Initial Noteholder Administrative Agent for, and hold each Lender and the Initial Noteholder Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Secured Note Loan Documents and any such other documents, documents and (cd) to pay, indemnify or reimburse the Noteholdersindemnify, and hold each Agent, Lender, Issuing Lender, and each of their affiliatesrespective Affiliates, and their respective officers, directors, partnersofficers, employees, advisors, agents, controlling persons affiliates and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Issuer or any other Issuer Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any Agreement and the other Secured Note Document or any agreement or instrument contemplated hereby or thereby, Loan Documents and the performance by the parties hereto or thereto use of their respective obligations hereunder or thereunder or the consummation proceeds of the transactions contemplated hereby Loans or thereby, including the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets Letters of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Issuer Party under any Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Issuer or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto Credit (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided provided, that the Issuer Borrower shall have no obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities indemnified liabilities that are found by a final and non-appealable decision of a court of competent jurisdiction to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct ofof such indemnified person, in each case as determined from the breach by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any indemnified person of its affiliates Contractual Obligations to the Borrower or its from negotiated settlements of pending or their respective officers, directors, partners, employees, agents or controlling personsthreatened legal actions entered into by such indemnified person without the Borrower’s consent. No Indemnitee indemnified person referred to above shall be liable for any damages arising from the unauthorized use by unauthorized persons unintended recipients of any information or other materials sent distributed to such recipients by such indemnified person through electronic, electronic telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement or the Notesother Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such indemnified person as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limiting Notwithstanding the foregoing, and to the extent permitted by Applicable Law, the Issuer agrees this Section 9.5 shall 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 other rights of recovery apply with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind taxes other than any taxes that represent losses or nature, under or related to Environmental Laws, that damages arising from any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Issuer in a written notice to the Initial Noteholder. The agreements in this Section 8.5 shall survive payment of the Notes and all other amounts payable hereundernon-tax claim.