Common use of Costs and Expenses; Indemnification Clause in Contracts

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents and the Lenders in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable and documented fees and disbursements of one outside counsel to for the Administrative Agent and one outside counsel for the Collateral Agent, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, search fees, UCC filing fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection therewith; and in connection with the preparation and execution of the Loan Documents, administration and any amendmentwaiver, waiver consent, modification or consent related theretoamendment or similar agreement in respect of this Agreement, whether the Notes or not any other Facility Document and advising the transactions contemplated herein are consummatedAgents and Lenders as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay to the Administrative Agent, the L/C Issuer, on demand all reasonable and each Lender all documented costs and expenses reasonably incurred or paid by of each of the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or Secured Parties in connection with the enforcement of this Agreement, the Notes or any of the Loan Documents (other Facility Document, including all such reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection with any proceeding under the United States Bankruptcy Code involving preservation, collection, foreclosure or enforcement of the Borrower Collateral subject to the Facility Documents or any Guarantor interest, right, power or remedy of the Collateral Agent and the Replacement Servicer (including in its capacity as a debtor thereunder). The Borrower further agrees to indemnify Replacement Servicer) or in connection with the Administrative collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent; provided that, in each case, there shall be one primary outside attorney and one local counsel representing such Secured Parties (other than the Collateral Agent, who shall have one primary outside attorney and one local counsel) unless any conflict of interest arises. Without prejudice to its rights hereunder, the L/C Issuerexpenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable bankruptcy law. For the avoidance of doubt, each Lenderthis Section 13.04(a) shall not apply to Taxes, and other than any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all Taxes that represent losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement etc. arising from or relating to any such litigation) non-Tax claim, which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand shall be covered by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement13.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents, the Document Custodian, the Collateral Administrator and the other Lenders in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable fees and disbursements of outside counsel to the Administrative Agent, in connection with the preparation and execution for each of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Collateral Agent, the L/C IssuerCollateral Administrator, such Lenderthe Document Custodian and the other Lenders, or any such holder, including reasonable attorneys’ UCC filing fees and disbursements all other related fees and court costs, expenses in connection therewith; and in connection with any Default modification or amendment of this Agreement or any other Facility Document; provided that the legal fees, charges and expenses of outside counsel to the Administrative Agent incurred prior to the Closing Date with respect to the foregoing shall not, in the aggregate, exceed $200,000. Further, the Borrower shall pay on demand (A) all reasonable and documented out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of outside legal counsel, auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Agents and the Lenders) incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of Default hereunder Default, all reasonable and documented out-of-pocket costs and expenses incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Agents and the Lenders or in connection with the collection or enforcement of any of the Loan Documents (Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee outside attorneys, accountants, auditors, consultants, appraisers and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand professionals engaged by the Administrative Agents and the Lenders; provided that in each case, there shall be a single primary counsel to (i) the Collateral Agent, the L/C Issuer, or a Lender at any time, shall reimburse Document Custodian and the Collateral Administrator and (ii) the Administrative Agent and the Lenders and a single local counsel to (i) the Collateral Agent, the L/C IssuerDocument Custodian and the Collateral Administrator and (ii) the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Agents and the Lenders, in which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the Obligations, any foreclosure under, or such Lender for modification, release or discharge of, any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable lawRelated Documents, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this AgreementAgreement and the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Collateral Agent are intended to constitute expenses of administration under any applicable bankruptcy law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agent, the Backup Servicer, the Canadian Collection Account Bank, the U.S. Collection Account Bank and the other Lenders in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable fees and disbursements of outside counsel to for each such Person and any auditors, accountants, consultants, appraisers and rating agency or other professional advisors and agents engaged by the Administrative Agent; UCC and PPSA filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document. Further, the Borrower shall pay (A) all reasonable and documented out-of-pocket costs and expenses (including all reasonable and documented fees, expenses and disbursements of legal counsel), and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Administrative Agent and incurred by the Administrative Agent or any Lender in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Administrative Agent’s security interests in the Collateral, including filing and recording fees, expenses and Other Taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of Default, all costs and expenses incurred by the Administrative Agent and the other Secured Parties in connection with the preparation and execution preservation, collection, foreclosure or enforcement of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay Collateral subject to the Administrative AgentFacility Documents or any interest, the L/C Issuerright, and each Lender all costs and expenses reasonably incurred power or paid by remedy of the Administrative Agent, Agent and the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder other Secured Parties or in connection with the collection or enforcement of any of the Loan Documents (Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all such costs reasonable and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable documented fees and disbursements of counsel for any such Indemnitee attorneys, accountants, auditors, consultants, appraisers and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand professionals engaged by the Administrative AgentAgent and the other Secured Parties. The undertaking in this Section shall survive repayment of the Obligations, the L/C Issuerany foreclosure under, or a Lender at modification, release or discharge of, any timeor all of the Related Documents, shall reimburse termination of this Agreement and the other Facility Documents and the resignation or replacement of the Administrative Agent. Without prejudice to its rights hereunder, the L/C Issuer, or such Lender expenses and the compensation for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any the services of the foregoing (including Administrative Agent are intended to constitute expenses of administration under any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable bankruptcy law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents and the Lenders in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable and documented fees and disbursements of one outside counsel to for the Administrative Agent and one outside counsel for the Collateral Agent, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, search fees, UCC filing fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection therewith; and in connection with the preparation and execution of the Loan Documents, administration and any amendmentwaiver, waiver consent, modification or consent related theretoamendment or similar agreement in respect of this Agreement, whether the Notes or not any other Facility Document and advising the transactions contemplated herein are consummatedAgents and Lenders as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay to the Administrative Agent, the L/C Issuer, on demand all reasonable and each Lender all documented costs and expenses reasonably incurred or paid by of each of the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or Secured Parties in connection with the enforcement of this Agreement, the Notes or any of the Loan Documents (other Facility Document, including all such reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection with any proceeding under the United States Bankruptcy Code involving preservation, collection, foreclosure or enforcement of the Borrower Collateral subject to the Facility Documents or any Guarantor interest, right, power or remedy of the Collateral Agent and the Replacement Servicer (including in its capacity as a debtor thereunder). The Borrower further agrees to indemnify Replacement Servicer) or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent; provided that, in each case, there shall be one primary outside attorney and one local counsel representing each of (x) the Lenders and the Administrative Agent, taken as a whole and (y) the L/C IssuerCollateral Agent, each Lenderthe Securities Intermediary and the Custodian, taken as a whole, unless any conflict of interest arises. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any security trustee thereforapplicable bankruptcy law. For the avoidance of doubt, and their respective directorsthis Section 13.04(a) shall not apply to Taxes, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all other than any Taxes that represent losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement etc. arising from or relating to any such litigation) non-Tax claim, which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand shall be covered by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement13.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender Lender, and any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof), the L/C Issuer, and their Related Parties, the administration and enforcement of this Agreement and the other Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower as a debtor thereunder), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Environmental Claim or Environmental Liability, including with respect to the actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, related in any way to the Borrower or any of its Subsidiaries, 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 a third party or by the Borrower or any Subsidiary, and regardless of whether any Indemnitee is a party thereto (including, without limitation, any settlement arrangement arising from or relating to any the foregoing); provided that such litigation) which any of them may pay or incur arising out of or relating indemnity shall not, as to any Loan Document Indemnitee, be available to the extent that such losses, claims, damages, liabilities or any related expenses are determined by a court of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the party claiming indemnificationsuch Indemnitee. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party Indemnitee. The Borrower hereby agrees to be indemnifiedindemnify the Administrative Agent and the Lenders against, and agrees that it will hold the Administrative Agent and the Lenders harmless from, any claim, demand, or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith and any expenses (including reasonable attorneys’ fees) arising in connection with any such claim, demand, or liability. To the extent permitted by applicable law, the parties hereto Borrower shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section shall be payable promptly after demand therefor. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of counsel to the Administrative Agent), in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable lawLegal Requirements, the parties hereto Borrower and the Guarantors shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents, the Custodian, the Securities Intermediary and the Collateral Administrator in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, includingincluding (but limited, without limitationin the case of legal fees and expenses, to) the reasonable and documented fees and disbursements of one outside counsel to for the Administrative Agent plus, if necessary, one additional local counsel, one outside counsel for the Collateral Agent, the Custodian, the Securities Intermediary and the Collateral Administrator and one additional local counsel, if necessary for any Bank Party, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the preparation and execution of the Loan Documents, administration and any amendmentmodification or amendment of this Agreement, waiver the Notes or consent related theretoany other Facility Document and advising the Agents, whether or not the transactions contemplated herein are consummatedCustodian, the Securities Intermediary and the Collateral Administrator as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay to the Administrative Agent, the L/C Issuer, on written demand all reasonable and each Lender all documented out-of-pocket costs and expenses reasonably incurred or paid by of each of the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or Secured Parties in connection with the enforcement of any of the Loan Documents this Agreement (including the enforcement of this Section 12.04), the Notes or any other Facility Document, including all such reasonable and documented out-of-pocket costs and expenses incurred by any Secured Party in connection with any proceeding under the United States Bankruptcy Code involving preservation, collection, foreclosure or enforcement of the Borrower Collateral subject to the Facility Documents or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify interest, right, power or remedy of any Secured Party or in connection with the Administrative Agentcollection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the L/C IssuerObligations in any insolvency proceeding, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable and documented fees and disbursements of counsel attorneys (subject to the limitations set forth in the first sentence of this clause (a)), accountants, auditors, consultants, appraisers and other professionals engaged by any Secured Party. Without prejudice to its rights hereunder, the expenses and the compensation for any such Indemnitee and all reasonable the services of the Secured Parties are intended to constitute expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or administration under any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreementinsolvency Law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, together with any fees and each Lender all costs and expenses reasonably charges suffered or incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Agent in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)lien searches. The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents and the Lenders in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable and documented fees and disbursements of one outside counsel to for the Administrative Agent and one outside counsel for the Collateral Agent, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, search fees, UCC filing fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection therewith; and in connection with the preparation and execution of the Loan Documents, administration and any amendmentwaiver, waiver consent, modification or consent related theretoamendment or similar agreement in respect of this Agreement, whether the Notes or not any other Facility Document and advising the transactions contemplated herein are consummatedAgents and Lenders as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay to the Administrative Agent, the L/C Issuer, on demand all reasonable and each Lender all documented costs and expenses reasonably incurred or paid by of each of the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or Secured Parties in connection with the enforcement of this Agreement, the Notes or any of the Loan Documents (other Facility Document, including all such reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection with any proceeding under the United States Bankruptcy Code involving preservation, collection, foreclosure or enforcement of the Borrower Collateral subject to the Facility Documents or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify interest, right, power or remedy of the Administrative Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable fees and disbursements of outside counsel, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent; provided that, in each case, there shall be one primary outside attorney and one local counsel representing such Secured Parties (other than the Collateral Agent, who shall have one primary outside attorney and one local counsel) unless any conflict of interest arises. Without prejudice to its rights hereunder, the L/C Issuerexpenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable bankruptcy law. For the avoidance of doubt, each Lenderthis Section 13.04(a) shall not apply to Taxes, and other than any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all Taxes that represent losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement etc. arising from or relating to any such litigation) non-Tax claim, which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand shall be covered by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement13.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent and a single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditCredit and any such claim, demand, or liability for any broker’s or finder’s fees alleged to have been incurred by the Borrower in connection herewith or therewith., other than other than (i) those which arise from the gross negligence negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence negligence, bad faith, or willful misconduct of the party to be indemnified. To the extent permitted by applicable lawLegal Requirements, the parties hereto Borrower and the Guarantors shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. No Indemnitee referred to in subsection (b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, together with any fees and each Lender all costs and expenses reasonably charges suffered or incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Agent in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)lien searches. The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses Damages (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Each Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of United States and Canadian counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Each Borrower agrees to pay to the Administrative Agent, the L/C Issuer, Issuer and each Lender Lender, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the any Borrower or any Guarantor as a debtor thereunder)) or in connection with any work-out or restructuring in respect of the Obligations hereunder. The Each Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditCredit or any actual or alleged presence or release of Hazardous Materials on or from any Property owned or operated by any Borrower or any Subsidiary or any liability under any Environmental Law, other than those which arise are determined by a court of competent jurisdiction in a final non-appealable judgment to have arisen from the gross negligence or willful misconduct of the party claiming indemnification. The Each Borrower, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is determined by a court of competent jurisdiction in a final non-appealable judgment to be directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto neither any Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties each Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent and a single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence negligence, bad faith, or willful misconduct of the party to be indemnified. To the extent permitted by applicable lawLegal Requirements, the parties hereto Borrower and the Guarantors shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand (i) all reasonable costs and expenses of the Administrative Agent Joint Lead Arrangers and except as otherwise provided in this Agreement, also each Agent, in connection with the preparation, negotiationexecution, delivery, administration, modification and amendment of the Loan Documents (including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and administration recording fees and expenses and (B) the reasonable fees and expenses of counsel for the Joint Lead Arrangers and each Agent with respect thereto, including the reasonable fees and expenses of Shearman & Sterling LLP with respect to advising the Joint Lead Arrangers or such Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto, it being understood and agreed that with respect to the payment of legal fees and expenses, unless and until the circumstances set forth in clause (ii) below shall occur, the Borrower shall only be responsible for the fees and expenses of Shearman & Sterling LLP and any local counsel selected by it in connection with any and all of the foregoing), and (ii) all costs and expenses of each of the Joint Lead Arrangers, each Agent and each Lender Party in connection with the enforcement of and/or the protection of its rights under the Loan Documents and Advances made and Letters of Credit issued hereunder, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, or any workout, restructuring or negotiations in respect of the Loan Documents, such Advances or such Letters of Credit (including, without limitation, the reasonable fees and disbursements expenses of counsel to for each of the Joint Lead Arrangers, the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, Agent and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection Party with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunderrespect thereto). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all reasonable costs and expenses of incurred by the Administrative Agent in connection with the preparation, negotiationexecution, syndicationdelivery, syndication administration, modification and administration amendment of this Agreement and the Loan Documentsother documents to be delivered hereunder, including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, Agent and the Lenders in connection with the preparation enforcement (whether through negotiations, legal proceedings or otherwise) of, and execution the protection of the Loan Documentsrights of the Lenders under, this Agreement and any amendmentthe other documents to be delivered hereunder, waiver or consent related theretoincluding, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agentwithout limitation, the L/C Issuer, and each Lender all costs reasonable counsel fees and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of rights under this Section 8.04(a). If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Loan Documents (including all Interest Period for such costs and expenses incurred in connection with any proceeding under Advance, as a result of a payment or Conversion pursuant to Section 2.07(c), 2.08, 2.09 or 2.11, acceleration of the United States Bankruptcy Code involving maturity of the Advances pursuant to Section 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(g) or (h) or for any Guarantor as other reason, the Borrower shall, upon demand by any Lender (with a debtor thereunder). The Borrower further agrees copy of such demand to indemnify the Administrative Agent), pay to the L/C Issuer, each Lender, and Administrative Agent for the account of such Lender any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each amounts required to compensate such Person being called an “Indemnitee”) against all Lender for any additional losses, claimscosts or expenses which it may reasonably incur as a result of such payment or Conversion, damages, penalties, judgments, liabilities and expenses (including, without limitation, all any loss (including loss of anticipated profits upon such Lender's representation to the Borrower that it has made reasonable fees and disbursements of counsel for any efforts to mitigate such Indemnitee and all reasonable expenses of litigation loss), cost or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any expense incurred by reason of the transactions contemplated thereby liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Notwithstanding the direct or indirect application or proposed application forgoing, the Borrower agrees that if the Borrower prepays any Advance prior to November 24, 2007, then the Borrower also shall pay to the Lenders their loss of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise anticipated profit from the gross negligence or willful misconduct date of prepayment until November 24, 2007 and the party claiming indemnificationLenders shall not be required to mitigate such loss. The Borrower, upon demand by Borrower and the Administrative Agent, Lenders agree that the L/C Issuer, or a Lender at any time, lost profits shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses be calculated as follows: [1.85% * (including, without limitation, all reasonable fees and disbursements of counsel for any such IndemniteePrincipal Amount) incurred in connection with investigating or defending against any of the foregoing * (including any settlement costs relating to the foregoingActual Days / 360)] / [(1 + (Interest Rate) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.Actual Days /(2* 360))] where

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and out-of-pocket expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, officers and employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities liabilities, and reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification or such party's material breach of this Agreement. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers jointly and severally agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent, the L/C IssuerIssuer and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the any Borrower or any Guarantor as a debtor thereunder). The Borrower Borrowers further agrees jointly and severally agree to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto no Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrowers under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees and the Collateral Manager jointly and severally agree to promptly pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents, the Custodian, the Backup Collateral Manager and the other Lenders in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable fees and disbursements of outside counsel to the Administrative Agent, in connection with the preparation and execution for each of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C IssuerCollateral Agent, the Custodian, the Backup Collateral Manager and the other Lenders, UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document. Further, the Borrower shall promptly pay on demand (A) all reasonable out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Agents and the Lenders) incurred by the Agents and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and each Lender title insurance premiums, and (C) after the occurrence of any Event of Default, all costs and expenses reasonably incurred or paid by the Administrative Agent, Agents and the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Lenders in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any Default interest, right, power or Event remedy of Default hereunder the Agents and the Lenders or in connection with the collection or enforcement of any of the Loan Documents (Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Agents and the Lenders; provided that in each case, there shall be a single primary counsel for to the Agents and the Lenders and a single local counsel to the Agents and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Agents and the Lenders, in which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the Obligations, any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party theretoforeclosure under, or modification, release or discharge of, any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any all of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditRelated Documents, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this AgreementAgreement and the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Collateral Agent are intended to constitute expenses of administration under any applicable bankruptcy law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, together with any reasonable fees and each Lender all costs and expenses reasonably charges suffered or incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Agent in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)lien searches. The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, officers and employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. The Borrower agrees (a) The Borrower agrees to pay or reimburse the Administrative Agent and the Arranger for all their reasonable out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the preparationsyndication of the Facilities (other than fees payable to syndicate members) and the development, negotiationpreparation and execution of, syndicationand any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Loan Documentstransactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Administrative Agent and the Arranger, (b) 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 under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay, in paying, stamp, excise and other taxes, if any, which may be payable in connection with the preparation execution and execution delivery of, or consummation or administration of any of the Loan Documentstransactions contemplated by, and or any amendment, supplement or modification of, or any waiver or consent related theretounder or in respect of, whether this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify or not the transactions contemplated herein are consummated. The Borrower agrees to pay to reimburse each Lender, the Administrative Agent, the L/C IssuerArranger, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefortheir respective affiliates, and their respective officers, directors, officerstrustees, employees, agents, financial advisors, agents and consultants controlling persons (each such Person being called each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, liabilities suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and expenses (administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, all reasonable fees and disbursements any of counsel for the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any such Indemnitee and all reasonable expenses Environmental Law applicable to the operations of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, Borrower or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document its Subsidiaries or any of the transactions contemplated thereby Properties and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the direct or indirect application or proposed application Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the 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 and nonappealable decision of the proceeds a court of any Revolving Loan or Letter of Credit, other than those which arise competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee. No Indemnitee shall be liable for (i) consequential damages as a result of any failure to fund any of the Facilities or (ii) 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 Facilities (unless such damages resulted directly from the gross negligence, bad faith or willful misconduct of the party Person claiming indemnificationthe protections of clause (ii)). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to Without limiting the foregoing) except , and to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall Borrower agrees not to assert and to cause its Subsidiaries not to assert, and each hereby waiveswaives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any claim other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee; provided, on however, that the Borrower shall retain all such rights of recovery with respect to any theory liabilities arising under Environmental Laws resulting from the gross negligence, bad faith or willful misconduct 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereofsuch Indemnitee. The obligations of the parties All amounts due under this Section 12.15 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to Xxxxxxx X. Xxxxxx (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. The agreements in this Section shall survive repayment of the termination of this AgreementLoans and all other amounts payable hereunder.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated,. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender Lender, and any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto Borrower shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all reasonable costs and expenses of incurred by the Administrative Agent in connection with the preparation, negotiationexecution, syndicationdelivery, syndication administration, modification and administration amendment of this Agreement and the Loan Documentsother documents to be delivered hereunder, including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, Agent and the Lenders in connection with the preparation enforcement (whether through negotiations, legal proceedings or otherwise) of, and execution the protection of the Loan Documentsrights of the Lenders under, this Agreement and any amendmentthe other documents to be delivered hereunder, waiver or consent related theretoincluding, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agentwithout limitation, the L/C Issuer, and each Lender all costs reasonable counsel fees and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of rights under this Section 8.04(a). If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07(c), 2.08, 2.09 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(g) or (h) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits upon such Lender's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder. The Borrower hereby agrees to indemnify and hold each Lender, the Administrative Agent and their respective Affiliates and their respective officers, directors, employees and professional advisors (each, an "Indemnified Person") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of the Loan Documents (including all such costs and expenses incurred them may incur or which may be claimed against any of them by any Person or entity by reason of or in connection with the execution, delivery or performance of this Agreement or any proceeding under transaction contemplated hereby, or the United States Bankruptcy Code involving use by the Borrower or any Guarantor as of its subsidiaries of the proceeds of any Advance, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damages, losses, liabilities, costs or expenses are finally determined by a debtor thereunder)court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrower's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower further also agrees not to indemnify the Administrative Agent, the L/C Issuer, each assert any claim against any Lender, and any security trustee thereforof such Lender's affiliates, and or any of their respective directors, officers, employees, attorneys and agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 ofof or otherwise relating to this Agreement, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, of the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit herein or the actual or proposed use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this AgreementAdvances.

Costs and Expenses; Indemnification. (a) The Borrower RenRe and each Account Party agrees whether or not the transactions contemplated by this Agreement shall be consummated, to pay on demand (i) all reasonable costs and expenses of the Administrative Agent, the Collateral Agent and of the Issuing Bank in connection with (A) the preparation, negotiationexecution, syndicationdelivery, administration, modification and administration amendment of the Loan DocumentsCredit Documents (B) the administration, monitoring and review of the Collateral, (C) any attempt to inspect, verify, protect, collect, sell, liquidate or otherwise dispose of any Collateral and (D) the creation, perfection and maintenance of the perfection of the Collateral Agent’s Liens upon the Collateral, including, without limitation, the reasonable lien search, filing and recording fees (including without limitation (x) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and disbursements expenses, out-of-pocket expenses for travel, meals, long-distance telephone calls, wire transfers, facsimile transmissions and copying and with respect to the engagement of counsel appraisers, consultants, auditors or similar Persons by the Administrative Agent or Collateral Agent at any time, whether before or after the Restatement Effective Date, to render opinions concerning the value of the Collateral, and (y) the Attorney Costs for the Administrative Agent, in connection Collateral Agent and Issuing Bank with respect thereto (including local Bermuda and Pennsylvania counsel), with respect to advising the preparation Administrative Agent and execution Collateral Agent as to their rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Credit Documents, and with respect to negotiations with any amendment, waiver Credit Party or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, with other creditors of any Credit Party or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with of its Subsidiaries arising out of any Default or Event of Default hereunder or any events or circumstances that may give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all reasonable costs and expenses of each Agent, the Issuing Bank and each Lender in connection with the enforcement of any of the Loan Credit Documents (including all such costs and expenses incurred without limitation in connection with the sale of, collection from, or other realization upon, the Collateral), whether in any proceeding under the United States Bankruptcy Code involving the Borrower action, suit or litigation, or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including without limitation the reasonable Attorney Costs for the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Collateral Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, Issuing Bank and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this AgreementLender with respect thereto).

Costs and Expenses; Indemnification. (a) The Borrower Each Loan Party agrees to pay all reasonable and documented out of pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, including the reasonable and documented out of pocket fees and disbursements of one external counsel to the Administrative AgentAgent and its Affiliates, taken as a whole, and, if reasonably necessary, of one external local counsel in any relevant jurisdiction and one regulatory counsel in each relevant specialty, in connection with the preparation and execution of the Loan DocumentsDocuments and in connection with the transactions contemplated hereby or thereby, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, the preservation or release of any rights under any Loan or any Lien created pursuant to a Collateral Document and any proceedings instituted by or against Administrative Agent as a consequence of taking or holding any Lien created pursuant to the Collateral Documents, together with any fees and charges suffered or incurred by Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower Each Loan Party agrees to pay to the Administrative Agent, the Sustainability Coordinator, each L/C IssuerIssuer and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the Sustainability Coordinator, such L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower Borrower, any other Loan Party or any Guarantor as a debtor thereunder). The Borrower Each Loan Party further agrees to indemnify the Administrative Agent, the Sustainability Coordinator, each L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants Related Parties (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification (as determined by a court of competent jurisdiction by final and non-appealable judgment). The BorrowerEach Loan Party, upon demand by the Administrative Agent, the Sustainability Coordinator, an L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the Sustainability Coordinator, such L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnifiedindemnified (as determined by a court of competent jurisdiction by final and non-appealable judgment). To the extent permitted by applicable lawLaw, the parties hereto neither any Loan Party nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the parties under this Section 12.15 shall survive other Loan Documents or the termination of this Agreementtransactions contemplated hereby or thereby.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C IssuerIssuer and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all out‑of‑pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification as determined by a court of competent jurisdiction by final and nonappealable judgment. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnifiedindemnified as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent permitted by applicable law, neither the parties hereto Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers jointly and severally agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, together with any fees and each Lender all costs and expenses reasonably charges suffered or incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Agent in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs periodic collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)lien searches. The Borrower Borrowers further agrees agree to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrowers under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the parties hereto Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents, the Custodian, the Collateral Administrator, the Backup Collateral Manager and the other Lenders in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable and documented fees and disbursements of outside counsel to the Administrative Agent, in connection with the preparation and execution for each of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Collateral Agent, the L/C IssuerCustodian, such Lenderthe Collateral Administrator, or any such holderthe Backup Collateral Manager and the other Lenders, including reasonable attorneys’ UCC filing fees and disbursements all other related fees and court costs, expenses in connection therewith; and in connection with any Default modification or amendment of this Agreement or any other Facility Document. Further, the Borrower shall promptly pay on demand (A) all reasonable and documented out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Agents and the Lenders) incurred by the Agents and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto or the enforcement of this Agreement or any other Facility Document against the Borrower or the Collateral Manager, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of Default hereunder Default, all reasonable and documented costs and expenses incurred by the Agents and the Lenders in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Agents and the Lenders or in connection with the collection or enforcement of any of the Loan Documents (Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee attorneys, accountants, auditors, consultants, appraisers and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand professionals engaged by the Administrative AgentAgents and the Lenders; provided that, notwithstanding the foregoing or anything to the contrary herein, in each case, the L/C IssuerBorrower shall only be responsible for the fees, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of a single primary counsel for any to the Agents and the Lenders and a single local counsel to the Agents and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Agents and the Lenders, in which case each such Indemnitee) incurred similarly conflicted group of Persons may retain its own counsel). The undertaking in connection with investigating or defending against any this Section shall survive repayment of the foregoing (including Obligations, any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence foreclosure under, or willful misconduct modification, release or discharge of, any or all of the party to be indemnified. To the extent permitted by applicable lawRelated Documents, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this AgreementAgreement and the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Collateral Agent are intended to constitute expenses of administration under any applicable bankruptcy law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated,. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender Lender, and any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ ' fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto Borrower shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay reimburse on demand the Administrative Agent, the Syndication Agents and the Co-Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses (including, subject to such limits as may be agreed to in writing by the applicable parties from time to time, the reasonable and documented fees, time charges and expenses of one law firm for the Administrative Agent, the Syndication Agents and the Co-Lead Arrangers, and, with the prior written consent of the Borrower (such consent not to be unreasonably withheld), any special or local counsel deemed appropriate by such law firm) incurred by the Administrative Agent Agent, the Syndication Agents and the Co-Lead Arrangers in connection with the preparation, negotiation, syndicationdistribution through e-mail or secured website, execution, syndication and enforcement of this Agreement, the Notes, if any, and administration the other documents to be delivered hereunder or contemplated hereby; provided, however, that such out-of-pocket costs and expenses of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, Syndication Agents and each Lender all costs the Co-Lead Arrangers through the date of execution of this Agreement shall only be payable as set forth in a separate fee letter (if any) executed and expenses reasonably incurred or paid delivered prior to the effective date of this Agreement by the Administrative Agent, the L/C IssuerSyndication Agents, such Lender, or any such holder, including reasonable attorneys’ fees the Co-Lead Arrangers and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)Borrower. The Borrower further agrees to indemnify pay on demand all direct out-of-pocket losses, and reasonable out-of-pocket costs and expenses, if any (including reasonable fees and out-of-pocket expenses of outside counsel), of the Administrative Agent, any Issuing Bank, any Swingline Bank and any Bank in connection with the L/C Issuerenforcement (whether by legal proceedings, each Lendernegotiation or otherwise) of this Agreement, the Notes, if any, and any security trustee thereforthe other documents delivered hereunder; provided that the Borrower shall not be obligated to pay the fees, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities time charges and expenses of any counsel other than (including, without limitation, all reasonable fees and disbursements of i) a single counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or (ii) a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of single counsel for the Banks, (iii) any such Indemniteelocal or special counsel reasonably determined to be necessary by the counsel referred to in clause (i) incurred in connection with investigating or defending against (ii) above, and (iv) any of additional counsel reasonably determined to be necessary by any counsel for the foregoing Banks pursuant to clause (including any settlement costs relating to the foregoingii) except to the extent the same is or (iii) above due to the gross negligence an actual or willful misconduct potential conflict of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreementinterest.

Costs and Expenses; Indemnification. Each Lender hereby agrees that it is and shall be obligated to pay to or reimburse each Agent for the amount of such Lender’s Pro Rata Share of any fees, costs, and expenses incurred by such Agent or permitted sub-agent in the performance of its functions and duties under this Agreement and the Loan Documents to the extent that the Credit Parties have not done so and without limiting their obligation to do so. The Lenders agree to indemnify the Agents and permitted sub-agents (a) The Borrower to the extent not reimbursed by Credit Parties and without limiting the obligations of Credit Parties hereunder), ratably according to their respective Pro Rata Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Agent or permitted sub-agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent or permitted sub-agent in connection therewith; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s or permitted sub-agent’s own gross negligence or willful misconduct. Without limiting the foregoing, each Lender agrees to pay all reimburse each Agent or permitted sub-agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable costs and expenses of the Administrative counsel fees) incurred by such Agent or permitted sub-agent in connection with the preparation, negotiationexecution, syndicationdelivery, and administration administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of the Loan Documentsrights or responsibilities under, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, this Agreement and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agentother Loan Document, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same that such Agent or permitted sub-agent is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted not reimbursed for such expenses by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this AgreementParties.

Costs and Expenses; Indemnification. The Borrowers jointly and severally agree that they will: (ai) The Borrower agrees to whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative each Agent in connection with the preparation, negotiationexecution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, syndicationwaiver or consent relating thereto (including, without limitation, the reasonable and documented fees and disbursements of McGuireWoods LLP, as counsel to the Administrative Agent, and administration of a single law firm of outside local counsel for the Administrative Agent in any applicable jurisdiction as to which the Administrative Agent reasonably determines local counsel is necessary) and of each Agent in connection with their syndication efforts with respect to this Agreement, of the Loan Documents, Administrative Agent and each Issuing Lender in connection with Cash Collateral arrangements entered into by such Persons and of each Agent and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, one additional counsel for the Lenders as a group); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the Administrative foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, in connection with the preparation each Joint Lead Arranger and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee thereforits officers, and their respective directors, officers, employees, agentsaffiliates, financial advisorsrepresentatives and agents (each, and consultants (each such Person being called an “IndemniteeIndemnified Party”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, claims, damages, penalties, claims, actions, judgments, liabilities suits, costs, expenses and expenses disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding brought by any Person, including, without limitation, any Borrower or any Subsidiary or Affiliate of any Borrower (whether or not any Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, provided that the indemnity described above in this clause (iii)(a) shall not apply to any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements incurred by, imposed on or assessed as a result of, or arising out of, or in any way related to, or by reason of (A) the gross negligence, willful misconduct or bad faith of such Indemnified Party as determined by a court of competent jurisdiction by final and nonappealable judgment, (B) a claim brought by any Borrower against an Indemnified Party for material breach of such Indemnified Party’s funding obligations hereunder at a time when the Borrowers have not breached their obligations hereunder in any material respect as determined by a court of competent jurisdiction in a final and nonappealable judgment or (C) any litigation, proceeding or other action solely between or among the Indemnified Parties (excluding, however, any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (all of which shall be covered by such indemnity) incurred by, imposed on or assessed against the Indemnified Parties as a result of, or arising out of, or in any way related to, or by reason of any such litigation, proceeding or action to which the Administrative Agent, or the Collateral Agent (or any of their respective officers, directors, employees, affiliates, representatives or agents) is a party in its capacity as such) to the extent (and only to the extent) that such litigation, proceeding or other action does not relate to, or arise from, any action or omission by Silgan or any of its Subsidiaries, or (b) the actual or alleged presence of hazardous materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Silgan or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of hazardous materials by or of (or on behalf of or at the direction of) Silgan or any of its Subsidiaries at any location, whether or not owned or operated by Silgan or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any environmental claim asserted against Silgan, any of its Subsidiaries or any Real Property owned or at any time operated by Silgan or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel for and other consultants incurred in connection with any such Indemnitee and all reasonable expenses of investigation, litigation or preparation thereforother proceeding (but, whether in each case, excluding any losses, liabilities, claims, damages or not expenses to the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any extent incurred by reason of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party Person to be indemnifiedindemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent permitted by applicable lawthat the undertaking to indemnify, pay or hold harmless any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the parties hereto Borrowers shall not assert, make the maximum contribution to the payment and satisfaction of each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties indemnified liabilities which is permissible under this Section 12.15 shall survive the termination of this AgreementApplicable Law.

Costs and Expenses; Indemnification. (a) The Each Borrower agrees to pay all reasonable costs and documented out-of-pocket fees and expenses of the Administrative Agent and of each Lead Arranger in connection with the preparation, due diligence, negotiation, syndication, and administration of the Loan Documents, Documents (including, without limitation, but not limited to the reasonable fees and documented fees, disbursements of and other charges counsel, which shall be limited to one counsel to the Lead Arrangers and the Administrative Agent, and of any special and local (but limited to one in connection with any relevant jurisdiction) counsel to the preparation Lenders required to be retained by the Lead Arrangers and execution in the case of the Loan Documentsan actual or perceived conflict of interest, and any amendmentone additional counsel for all similarly situated Persons, waiver or consent related theretotaken as a whole in each appropriate jurisdiction), whether or not the transactions contemplated herein are consummated. The Each Borrower agrees to pay to the Administrative Agent, the each L/C Issuer, Issuer and each Lender Lender, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the such Lead Arranger, L/C Issuer, such Lender, or any such holder, including reasonable and documented attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code Code, the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada) involving the any Borrower or any Guarantor as a debtor thereunder)) or in connection with any work-out or restructuring in respect of the Obligations hereunder. The Notwithstanding anything to the contrary set forth herein, in no event shall the Canadian Borrower further agrees have any obligations under this Section 13.15(a) other than to indemnify the Administrative Agent, extent arising directly from or related directly to the L/C Issuer, each LenderCanadian Borrower or any other Obligations of the Canadian Borrower, and in no event shall the Canadian Borrower have any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”obligations under this Section 13.15(a) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating related to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document the U.S. Borrower or any Obligations of the transactions contemplated thereby U.S. Borrower. For the avoidance of doubt, nothing in this Section 13.15(a) shall establish joint and several or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The several obligations of the parties under this Section 12.15 shall survive the termination of this AgreementBorrowers.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agent, the other Lenders and the Program Support Providers in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable and documented fees and disbursements of a single counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to for the Administrative Agent, the L/C IssuerLenders and the Program Support Providers taken as a, UCC filing fees and each Lender all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document. Further, the Borrower shall promptly pay on demand (A) all reasonable out-of-pocket costs and expenses reasonably (including all reasonable and documented fees, expenses and disbursements of legal counsel (it being understood that such counsel shall be limited to one single counsel for the Administrative Agent, all Lenders and the Program Support Providers taken as a whole, plus any requisite single local counsel (in each jurisdiction in which any enforcement action is pending) for the Administrative Agent, all Lenders and the Program Support Providers taken as a whole) and any auditors and accountants engaged by the Administrative Agent) incurred or paid by the Administrative Agent, the L/C IssuerLenders and the Program Support Providers in the preparation, such Lenderexecution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any such holderother Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Administrative Agent’s security interests in the Collateral, including reasonable attorneys’ fees filing and disbursements recording fees, expenses, search fees, and court coststitle insurance premiums, in connection with and (C) after the occurrence of any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including Default, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C IssuerLenders and the Program Support Providers in connection with the preservation, collection, foreclosure or a Lender at enforcement of the Collateral subject to the Facility Documents or any timeinterest, shall reimburse right, power or remedy of the Administrative Agent, the L/C IssuerLenders and the Program Support Providers or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or such Lender for resolution of any reasonable legal or other expenses (includingclaim based upon the Obligations in any insolvency proceeding, without limitation, including all reasonable and documented fees and disbursements of counsel for any such Indemnitee) incurred attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Administrative Agent, the Lenders and the Program Support Providers. The undertaking in connection with investigating or defending against any this Section 11.04 shall survive repayment of the foregoing (including Obligations, any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence foreclosure under, or willful misconduct modification, release or discharge of, any or all of the party to be indemnified. To the extent permitted by applicable lawRelated Documents, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this AgreementAgreement and the resignation or replacement of the Administrative Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Administrative Agent are intended to constitute expenses of administration under any applicable bankruptcy law.

Costs and Expenses; Indemnification. (a) The Each Borrower agrees to pay all reasonable costs and documented out-of-pocket fees and expenses of the Administrative Agent and of each Lead Arranger in connection with the preparation, due diligence, negotiation, syndication, and administration of the Loan Documents, Documents (including, without limitation, but not limited to the reasonable fees and documented fees, disbursements and other charges of counsel, which shall be limited to one counsel to the Lead Arrangers and the Administrative Agent, and of any special and local (but limited to one in connection with any relevant jurisdiction) counsel to the preparation Lenders required to be retained by the Lead Arrangers and execution in the case of the Loan Documentsan actual or perceived conflict of interest, and any amendmentone additional counsel for all similarly situated Persons, waiver or consent related theretotaken as a whole in each appropriate jurisdiction), whether or not the transactions contemplated herein are consummated. The Each Borrower agrees to pay to the Administrative Agent, the each L/C Issuer, Issuer and each Lender Lender, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the such Lead Arranger, L/C Issuer, such Lender, or any such holder, including reasonable and documented attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code Code, the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada) involving the any Borrower or any Guarantor as a debtor thereunder)) or in connection with any work-out or restructuring in respect of the Obligations hereunder. The Notwithstanding anything to the contrary set forth herein, in no event shall the Canadian Borrower further agrees have any obligations under this Section 13.15(a) other than to indemnify the Administrative Agent, extent arising directly from or related directly to the L/C Issuer, each LenderCanadian Borrower or any other Obligations of the Canadian Borrower, and in no event shall the Canadian Borrower have any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”obligations under this Section 13.15(a) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating related to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document the U.S. Borrower or any Obligations of the transactions contemplated thereby U.S. Borrower. For the avoidance of doubt, nothing in this Section 13.15(a) shall establish joint and several or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The several obligations of the parties under this Section 12.15 shall survive the termination of this AgreementBorrowers.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable on demand the costs and expenses of the Administrative Agent Bank (i) in connection with the negotiation, preparation, negotiationexecution and delivery of this Agreement, syndicationthe other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and administration in connection with the recording or filing of any of the Loan Documentsforegoing, includingand in connection with the transactions contemplated hereby or thereby, without limitationand (ii) in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and disbursements expenses of counsel for the Bank with respect to the Administrative Agent, in connection with the preparation and execution all of the Loan Documents, and any amendment, waiver or consent related thereto, foregoing (whether or not the transactions contemplated herein hereby are consummated); provided, however, that the Borrower shall not be obligated to pay in excess of $7,000 for legal fees and expenses in connection with clause (i) above. The Borrower further agrees to pay to the Administrative Agent, Bank or any other holder of the L/C Issuer, and each Lender Obligations all costs and expenses reasonably (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, Bank or any such holder, including reasonable attorneys’ fees and disbursements and court costs, other holder of the Obligations in connection with any Default or Event of Default hereunder or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunderguarantor). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each LenderBank, and any security trustee therefortrustee, and their respective directors, officers, officers and employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter extension of Creditcredit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender Bank at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender Bank for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, together with any fees and each Lender all costs and expenses reasonably charges suffered or incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Agent in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)lien searches. The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any timetime (which demand shall be accompanied by a statement setting forth the basis for a claim in reasonable detail), shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents, the Custodian, the Securities Intermediary and the Collateral Administrator in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, includingincluding (but limited, without limitationin the case of legal fees and expenses, to) the reasonable and documented fees and disbursements of one outside counsel to for the Administrative Agent plus, if necessary, one additional local counsel, one outside counsel for the Collateral Agent, the Securities Intermediary and the Collateral Administrator, one additional local counsel, if necessary for the Collateral Agent, and one outside counsel and one additional local counsel, if necessary for the Custodian, for costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the preparation and execution of the Loan Documents, administration and any amendmentmodification or amendment of this Agreement, waiver the Notes or consent related theretoany other Facility Document and advising the Agents, whether or not the transactions contemplated herein are consummatedCustodian, the Securities Intermediary and the Collateral Administrator as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay to the Administrative Agent, the L/C Issuer, on written demand all reasonable and each Lender all documented out-of-pocket costs and expenses reasonably incurred or paid by of each of the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or Secured Parties in connection with the enforcement of any of the Loan Documents this Agreement (including the enforcement of this Section 12.04), the Notes or any other Facility Document, including all such reasonable and documented out-of-pocket costs and expenses incurred by any Secured Party in connection with any proceeding under the United States Bankruptcy Code involving preservation, collection, foreclosure or enforcement of the Borrower Collateral subject to the Facility Documents or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify interest, right, power or remedy of any Secured Party or in connection with the Administrative Agentcollection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the L/C IssuerObligations in any insolvency proceeding, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable and documented fees and disbursements of counsel attorneys (subject to the limitations set forth in the first sentence of this clause (a)), accountants, auditors, consultants, appraisers and other professionals engaged by any Secured Party. Without prejudice to its rights hereunder, the expenses and the compensation for any such Indemnitee and all reasonable the services of the Secured Parties are intended to constitute expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or administration under any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreementinsolvency Law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender Lender, and any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such ‑103 costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification, as determined in a final, non‑appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified, as determined in a final, non-appealable judgment by a court of competent jurisdiction. To the extent permitted by applicable law, the parties hereto Borrower shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable on demand the costs and expenses of the Administrative Agent Bank in connection with the negotiation, preparation, negotiationexecution and delivery of this Agreement, syndicationthe other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and administration in connection with the recording or filing of any of the Loan Documentsforegoing, includingand in connection with the transactions contemplated hereby or thereby, without limitationand in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and disbursements expenses of counsel for the Bank with respect to the Administrative Agent, in connection with the preparation and execution all of the Loan Documents, and any amendment, waiver or consent related thereto, foregoing (whether or not the transactions contemplated herein hereby are consummated). The Borrower further agrees to pay to the Administrative Agent, Bank or any other holder of the L/C Issuer, and each Lender Obligations all costs and expenses reasonably (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, Bank or any such holder, including reasonable attorneys’ fees and disbursements and court costs, other holder of the Obligations in connection with any Default or Event of Default hereunder or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunderguarantor). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each LenderBank, and any security trustee therefortrustee, and their respective directors, officers, officers and employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter extension of Creditcredit made available hereunder, other than those which arise from the fraud, gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender Bank at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender Bank for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents and the Lenders in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable and documented fees and disbursements of one outside counsel and one local counsel for the Administrative Agent and one outside counsel and one local counsel in each applicable jurisdiction for the Collateral Agent, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, search fees, UCC filing fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection therewith; and in connection with the administration and any waiver, consent, modification or amendment or similar agreement in respect of this Agreement, the Notes or any other Facility Document and advising the Agents and Lenders as to their respective rights, remedies and responsibilities; provided, that, without the prior written consent of the Administrative Agent, the Borrower shall not be responsible for out-of-pocket costs and expenses of the Lenders in connection with documenting the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummatedFacility that exceed $300,000. The Borrower agrees to promptly pay to the Administrative Agent, the L/C Issuer, on demand all reasonable and each Lender all documented out-of-pocket costs and expenses reasonably incurred or paid by of each of the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or Secured Parties in connection with the enforcement of this Agreement, the Notes or any of the Loan Documents (other Facility Document, including all such reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection with any proceeding under the United States Bankruptcy Code involving preservation, collection, foreclosure or enforcement of the Borrower Collateral subject to the Facility Documents or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify interest, right, power or remedy of the Administrative Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable fees and disbursements of outside counsel, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent; provided that, in each case, there shall be one outside counsel and one local counsel representing such Secured Parties (other than the Collateral Agent, who shall have one primary outside attorney and one local counsel in each applicable jurisdiction) unless any conflict of interest arises. Without prejudice to its rights hereunder, the L/C Issuerexpenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable bankruptcy law. For the avoidance of doubt, each Lenderthis Section 13.04(a) shall not apply to Taxes, and other than any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all Taxes that represent losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement etc. arising from or relating to any such litigation) non-Tax claim, which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand shall be covered by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement13.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches; provided that in the absence of an Event of Default, the Borrowers shall not be required to pay for more than one (1) such environmental audit or fixed asset appraisal per calendar year. The Borrower agrees Borrowers agree to pay to the Administrative Agent, the L/C IssuerIssuer and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the any Borrower or any Guarantor as a debtor thereunder). The Borrower Borrowers further agrees agree to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification as determined in a final, non-appealable judgment by a court of competent jurisdiction. The BorrowerBorrowers, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnifiedindemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction. To the extent permitted by applicable law, the parties hereto neither any Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrowers under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, together with any fees and each Lender all costs and expenses reasonably charges suffered or incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Agent in connection with fixed asset appraisals (subject to any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs applicable limitations contained herein), title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)lien searches. The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses Damages (including, without limitation, all reasonable out-of-pocket attorney’s fees and disbursements of counsel for any such Indemnitee and all reasonable other expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the bad faith, gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon within fifteen (15) Business Days of written demand therefor by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable out-of-pocket legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the bad faith, gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with collateral filing fees, lien searches and with respect to any owned real property, periodic environmental audits, fixed asset appraisals and title insurance policies. The Borrower agrees to pay to the Administrative Agent, the L/C IssuerIssuer and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to pay all reasonable costs and expenses incurred by the Administrative Agent, and any security trustee therefore, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents. The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the parties hereto Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all on demand the reasonable costs and expenses of the Administrative Agent Bank in connection with the negotiation, preparation, negotiationexecution and delivery of this Agreement, syndicationthe other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and administration in connection with the recording or filing of any of the Loan Documentsforegoing, includingand in connection with the transactions contemplated hereby or thereby, without limitationand in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and disbursements expenses of counsel for the Bank with respect to the Administrative Agent, in connection with the preparation and execution all of the Loan Documents, and any amendment, waiver or consent related thereto, foregoing (whether or not the transactions contemplated herein hereby are consummated). The Borrower further agrees to pay to the Administrative Agent, Bank or any other holder of the L/C Issuer, and each Lender Obligations all costs and expenses reasonably (including court costs and reasonable attorneys' fees), if any, incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, Bank or any such holder, including reasonable attorneys’ fees and disbursements and court costs, other holder of the Obligations in connection with any Default or Event of Default hereunder or in connection with the enforcement of this Agreement or any of the other Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor other instrument or document delivered hereunder or thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each LenderBank, and any security trustee therefortrustee, and their respective directors, officers, officers and employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender Bank at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender Bank for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of a single counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C IssuerIssuer and each Lender, and any other holder of any Obligations outstanding hereunder (each Lender such Person being called a “Holder”), all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holderHolder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of a single counsel for any all Indemnitees (unless there is, in the reasonable judgment of the Administrative Agent, a conflict of interest, in which case each such Indemnitee party with such conflict of interest shall be entitled to retain separate principal counsel and local counsel in each appropriate jurisdiction) and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence negligence, bad faith or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of a single counsel for any all such IndemniteeIndemnitees) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the parties hereto Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable on demand the reasonable, out-of-pocket costs and expenses of the Administrative Agent Bank in connection with the negotiation, preparation, negotiationexecution and delivery of this Agreement, syndicationthe other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and administration in connection with the recording or filing of any of the Loan Documentsforegoing, includingand in connection with the transactions contemplated hereby or thereby, without limitationand in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and disbursements expenses of counsel for the Bank with respect to the Administrative Agent, in connection with the preparation and execution all of the Loan Documents, and any amendment, waiver or consent related thereto, foregoing (whether or not the transactions contemplated herein hereby are consummated). The Borrower further agrees to pay to the Administrative AgentBank or any other holder of the Obligations all reasonable, the L/C Issuer, and each Lender all out-of-pocket costs and expenses reasonably (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, Bank or any such holder, including reasonable attorneys’ fees and disbursements and court costs, other holder of the Obligations in connection with any Default or Event of Default hereunder or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunderguarantor). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each LenderBank, and any security trustee therefortrustee, and their respective directors, officers, officers and employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter extension of Creditcredit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender Bank at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender Bank for any reasonable reasonable, out-of-pocket legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent and a single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditCredit and any such claim, demand, or liability for any broker’s or finder’s fees alleged to have been incurred by the Borrower in connection herewith or therewith, other than (i) those which arise from the gross negligence negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent in its capacity as such and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence negligence, bad faith, or willful misconduct of the party to be indemnified. To the extent permitted by applicable lawLegal Requirements, the parties hereto Borrower and the Guarantors shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. No Indemnitee referred to in subsection (b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent Bank in connection with the preparation, negotiation, syndicationexecution, delivery, and administration of the Loan Documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentBank, in connection with the preparation and execution of the Loan DocumentsDocuments and in connection with the transactions contemplated hereby or thereby, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by Bank in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender Bank all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holderBank, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor Subsidiary as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each LenderBank, and any security trustee therefor, their respective Affiliates, and each of their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification as determined by a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender Bank at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender Bank for any reasonable legal or other expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnifiedindemnified as determined by a final, non-appealable judgment by a court of competent jurisdiction. To the extent permitted by applicable law, the parties hereto Borrower shall not assert or cause any Subsidiary to assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable on demand the costs and expenses of the Administrative Agent Bank in connection with the negotiation, preparation, negotiationexecution and delivery of this Agreement, syndicationthe other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and administration in connection with the recording or filing of any of the Loan Documentsforegoing, includingand in connection with the transactions contemplated hereby or thereby, without limitationand in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and disbursements expenses of counsel for the Bank with respect to the Administrative Agent, in connection with the preparation and execution all of the Loan Documents, and any amendment, waiver or consent related thereto, foregoing (whether or not the transactions contemplated herein hereby are consummated). The Borrower further agrees to pay to the Administrative Agent, Bank or any other holder of the L/C Issuer, and each Lender Obligations all costs and expenses reasonably (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, Bank or any such holder, including reasonable attorneys’ fees and disbursements and court costs, other holder of the Obligations in connection with any Default or Event of Default hereunder or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code and Insolvency Act or Companies Creditors Arrangement Act involving the Borrower or any Guarantor as a debtor thereunderguarantor). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each LenderBank, and any security trustee therefortrustee, and their respective directors, officers, officers and employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter extension of Creditcredit made available hereunder, other than those which arise from the gross negligence or willful misconduct intentional fault of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender Bank at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender Bank for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct intentional fault of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower Each Loan Party agrees to pay all reasonable and invoiced costs and expenses of the actually incurred by Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, including the reasonable and documented fees and disbursements of counsel to Administrative Agent (provided that attorneys’ fees, charges and disbursements shall be limited to (i) one outside counsel for the Administrative AgentAgent and (ii) one local counsel in each separate relevant jurisdiction), in connection with the preparation and execution of the Loan DocumentsDocuments and in connection with the transactions contemplated hereby or thereby, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower Each Loan Party agrees to pay to the Administrative Agent, the L/C IssuerIssuer and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all reasonable and documented costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented attorneys’ fees (provided that attorneys’ fees, charges and disbursements shall be limited to (i) one outside counsel for Administrative Agent, the L/C Issuer Bank or any Lender (and, in the case of an actual conflict of interest, one additional counsel to all such persons similarly situated) and (ii) one local counsel in each separate relevant jurisdiction) and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower Borrower, any other Loan Party or any Guarantor as a debtor thereunder). The Borrower Each Loan Party further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, each lead arranger and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, agents and consultants advisors (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable and documented fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement 739016937 20664705 arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise except to the extent that the same are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from (i) the bad faith, gross negligence or willful misconduct of the party claiming indemnificationsuch Indemnified Party, or (ii) any dispute solely among Indemnitees which does not arise out of any act or omission of any Loan Party or any of its Subsidiaries. The BorrowerEach Loan Party, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent that the same is due are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from (i) the bad faith, gross negligence or willful misconduct of such Indemnitee, or (ii) any dispute solely among Indemnitees which does not arise out of any act or omission of any Loan Party or any of its Subsidiaries. The Borrower shall not be liable for any settlement of any proceeding giving rise to indemnified liabilities effected by any indemnified party without the party to Borrower’s consent (which consent shall not be indemnified. To unreasonably withheld or delayed), but if any such proceeding is settled with the extent permitted by applicable lawBorrower’s written consent, or if there is a final non-appealable judgment of a court of competent jurisdiction in any such proceeding, the parties hereto Borrower agrees to indemnify and hold harmless such indemnified person in the manner set forth above. The Borrower shall not, without the prior written consent of the affected indemnified party (which consent shall not assertbe unreasonably withheld or delayed), and each hereby waives, effect any claim settlement of any pending or threatened proceeding against any Indemniteeindemnified party in respect of which indemnity could have been sought hereunder by such indemnified party unless such settlement (a) includes an unconditional release of such indemnified party from all liability or claims that are the subject matter of such proceeding and (b) does not include any statement as to any admission of fault or culpability. This Section 11.13 shall not apply with respect to Taxes other than any Taxes that represent losses, on claims, damages, etc. arising from 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreementnon-Tax claim.

Costs and Expenses; Indemnification. (ad) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents, the Custodian, the Document Custodian and Citibank in any other capacity in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents and the performance of their duties under the Facility Documents, including, without limitation, including the reasonable and documented fees and disbursements of one outside counsel to for the Administrative Agent and the Lenders, collectively, and outside counsel for the Collateral Agent, the Custodian, the Document Custodian and the Collateral Administrator, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, search fees, UCC filing fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection therewith; and in connection with the preparation and execution of the Loan Documents, administration and any amendmentwaiver, waiver consent, modification or consent related theretoamendment or similar agreement in respect of this Agreement or any other Facility Document and advising the Agents, whether or not the transactions contemplated herein are consummatedCustodian, the Document Custodian, the Collateral Administrator and the Lenders as to their respective rights, remedies and responsibilities. The Further, the Borrower agrees to promptly pay to the Administrative Agent, the L/C Issuer, on demand all reasonable and each Lender all documented costs and expenses reasonably incurred or paid by of each of the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or Secured Parties in connection with the enforcement of this Agreement or any of the Loan Documents (other Facility Document, including all such reasonable and documented costs and expenses incurred by the Secured Parties in connection 151 with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Secured Parties or in connection with the collection or enforcement of any proceeding under of the United States Bankruptcy Code involving Obligations or the Borrower proof, protection, administration or resolution of any Guarantor as a debtor thereunder)claim based upon the Obligations in any insolvency proceeding, including all reasonable fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by any of the Secured Parties. The Borrower further agrees Without prejudice to indemnify the Administrative Agentits rights hereunder, the L/C Issuerexpenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable bankruptcy Law. For the avoidance of doubt, each Lenderthis Section 16.04(a) shall not apply to Taxes, and other than any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all Taxes that represent losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement etc. arising from or relating to any such litigation) non-Tax claim, which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand shall be covered by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement16.03.

Costs and Expenses; Indemnification. The Borrowers jointly and severally agree that they will: (ai) The Borrower agrees to whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative each Agent in connection with the preparation, negotiationexecution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, syndicationwaiver or consent relating thereto (including, without limitation, the reasonable and documented fees and disbursements of McGuireWoods LLP, as counsel to the Administrative Agent, and administration of a single law firm of outside local counsel for the Administrative Agent in any applicable jurisdiction as to which the Administrative Agent reasonably determines local counsel is necessary) and of each Agent in connection with their syndication efforts with respect to this Agreement, of the Loan Documents, Administrative Agent and each Issuing Lender in connection with Cash Collateral arrangements entered into by such Persons and of each Agent and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to 155 therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, one additional counsel for the Lenders as a group); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the Administrative foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, in connection with the preparation each Joint Lead Arranger and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee thereforits officers, and their respective directors, officers, employees, agentsaffiliates, financial advisorsrepresentatives and agents (each, and consultants (each such Person being called an “IndemniteeIndemnified Party”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, claims, damages, penalties, claims, actions, judgments, liabilities suits, costs, expenses and expenses disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding brought by any Person, including, without limitation, any Borrower or any Subsidiary or Affiliate of any Borrower (whether or not any Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, provided that the indemnity described above in this clause (iii)(a) shall not apply to any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements incurred by, imposed on or assessed as a result of, or arising out of, or in any way related to, or by reason of (A) the gross negligence, willful misconduct or bad faith of such Indemnified Party as determined by a court of competent jurisdiction by final and nonappealable judgment, (B) a claim brought by any Borrower against an Indemnified Party for material breach of such Indemnified Party’s funding obligations hereunder at a time when the Borrowers have not breached their obligations hereunder in any material respect as determined by a court of competent jurisdiction in a final and nonappealable judgment or (C) any litigation, proceeding or other action solely between or among the Indemnified Parties (excluding, however, any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (all of which shall be covered by such indemnity) incurred by, imposed on or assessed against the Indemnified Parties as a result of, or arising out of, or in any way related to, or by reason of any such litigation, proceeding or action to which the Administrative Agent, or the Collateral Agent (or any of their respective officers, directors, employees, affiliates, representatives or agents) is a party in its capacity as such) to the extent (and only to the extent) that such litigation, proceeding or other action does not relate to, or arise from, any action or omission by Silgan or any of its Subsidiaries, or (b) the actual or alleged presence of hazardous materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Silgan or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of hazardous materials by or of (or on behalf of or at the direction of) Silgan or any of its Subsidiaries at any location, whether or not owned or operated by Silgan or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any environmental claim asserted against Silgan, any of its Subsidiaries or any Real Property owned or at any time operated by Silgan or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel for and other consultants incurred in connection with any such Indemnitee and all reasonable expenses of investigation, litigation or preparation thereforother proceeding (but, whether in each case, excluding any losses, liabilities, claims, damages or not expenses to the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any extent incurred by reason of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party Person to be indemnifiedindemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent permitted by applicable lawthat the undertaking to indemnify, pay or hold harmless any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the parties hereto Borrowers shall not assert, make the maximum contribution to the payment and satisfaction of each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties indemnified liabilities which is permissible under this Section 12.15 shall survive the termination of this AgreementApplicable Law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable on demand the costs and expenses of the Administrative Agent Bank in connection with the negotiation, preparation, negotiationexecution and delivery of this Agreement, syndication, the other Loan Documents and administration the other instruments and documents to be delivered hereunder or thereunder (not to exceed $ in legal fees of the Loan Documents, including, without limitation, Bank payable by the reasonable fees and disbursements of counsel to the Administrative Agent, Borrower in connection with the preparation instruments and execution documents executed and delivered on or about the date hereof), and in connection with the recording or filing of any of the Loan Documentsforegoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any amendment, waiver consents hereunder or consent related waivers or amendments hereto or thereto, including the fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated herein hereby are consummated). The Borrower further agrees to pay to the Administrative Agent, Bank or any other holder of the L/C Issuer, and each Lender Obligations all costs and expenses reasonably (including court costs and attorneys' fees), if any, incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, Bank or any such holder, including reasonable attorneys’ fees and disbursements and court costs, other holder of the Obligations in connection with any Default or Event of Default hereunder or in connection with the enforcement of this Agreement or any of the other Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor other instrument or document delivered hereunder or thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each LenderBank, and any security trustee therefortrustee, and their respective directors, officers, officers and employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or payor incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender Bank at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender Bank for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable on demand the costs and expenses of the Administrative Agent Bank in connection with the negotiation, preparation, negotiationexecution and delivery of this Agreement, syndicationthe other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and administration in connection with the recording or filing of any of the Loan Documentsforegoing, includingand in connection with the transactions contemplated hereby or thereby, without limitationand in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and disbursements expenses of counsel for the Bank with respect to the Administrative Agent, in connection with the preparation and execution all of the Loan Documents, and any amendment, waiver or consent related thereto, foregoing (whether or not the transactions contemplated herein hereby are consummated). The Borrower further agrees to pay to the Administrative Agent, Bank or any other holder of the L/C Issuer, and each Lender Obligations all costs and expenses reasonably (including court costs and attorneys’ fees), if any, incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, Bank or any such holder, including reasonable attorneys’ fees and disbursements and court costs, other holder of the Obligations in connection with any Default or Event of Default hereunder or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunderguarantor). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each LenderBank, and any security trustee therefortrustee, and their respective directors, officers, officers and employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter extension of Creditcredit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender Bank at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender Bank for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement. The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs, arising out of any of the following: xi) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to their Property, xii) the operation or violation of any environmental law, whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to their Property, xiii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to their Property, and xiv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Borrower and shall inure to the benefit of Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent and Lenders in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentAgent and each Lender, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, together with any fees and each Lender all costs and expenses reasonably charges suffered or incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, Agent or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Lender in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)lien searches. The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of of, without duplication, the Administrative Agent Agents, the Lenders, the Custodian, the Collateral Administrator, the other Secured Parties and the Collateral Manager in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable and documented fees and disbursements of one counsel to for the Administrative Agent and Collateral Agent, one counsel for each Lender (provided that the amount of such fees and disbursements of any Lender other than Live Oak shall not exceed $10,000), and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the preparation administration and execution any modification or amendment of this Agreement, the Loan DocumentsNotes or any other Facility Document and advising the Agents, the Lenders, the Custodian, the Collateral Administrator, the Account Bank, and any amendmentthe Securities Intermediary as to their respective rights, waiver or consent related thereto, whether or not the transactions contemplated herein are consummatedremedies and responsibilities. The Borrower agrees to promptly pay to the Administrative Agent, the L/C Issuer, on demand all reasonable and each Lender all documented costs and expenses reasonably incurred or paid by of each of the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or Secured Parties in connection with the enforcement of this Agreement, the Notes or any of the Loan Documents (other Facility Document, including all such documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with any proceeding under the United States Bankruptcy Code involving preservation, collection, foreclosure or enforcement of the Borrower Collateral subject to the Facility Documents or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify interest, right, power or remedy of the Administrative AgentCollateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the L/C IssuerObligations in any insolvency proceeding, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable and documented fees and disbursements of counsel for attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any such Indemnitee and all reasonable expenses of litigation the Agents directly related to or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from any financial audit conducted by or relating at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any audit conducted by employees of the transactions contemplated thereby or Agents shall be equal to $1,200 per day, per analyst, plus the direct or indirect application or proposed application Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the proceeds Secured Parties are intended to constitute expenses of administration under any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationapplicable insolvency Law. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.109

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, together with any fees and each Lender all costs and expenses reasonably charges suffered or incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Agent in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs periodic collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)lien searches. The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than to the extent of those which arise arise, in whole or in part, from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To ; provided that such legal expenses shall be limited to the extent permitted by applicable law, fees of one counsel to the parties hereto shall not assert, Administrative Agent and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed one counsel to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, Lenders in the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereofaggregate. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower Each Loan Party agrees to pay all reasonable and invoiced costs and expenses of the actually incurred by Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, including the reasonable and documented fees and disbursements of counsel to Administrative Agent (provided that attorneys’ fees, charges and disbursements shall be limited to (i) one outside counsel for the Administrative AgentAgent and (ii) one local counsel in each separate relevant jurisdiction), in connection with the preparation and execution of the Loan DocumentsDocuments and in connection with the transactions contemplated hereby or thereby, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower Each Loan Party agrees to pay to the Administrative Agent, the L/C IssuerIssuer and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all reasonable and documented costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented attorneys’ fees (provided that attorneys’ fees, charges and disbursements shall be limited to (i) one outside counsel for Administrative Agent, the L/C Issuer or any Lender (and, in the case of a perceived or actual conflict of interest, one additional counsel to all such persons similarly situated) and (ii) one local counsel in each separate relevant jurisdiction) and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower Borrower, any other Loan Party or any Guarantor as a debtor thereunder). The Borrower Each Loan Party further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, each lead arranger and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, agents and consultants advisors (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable and documented fees and disbursements of counsel for any such 744209099 20664705 Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise except to the extent that the same are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from (i) the bad faith, gross negligence or willful misconduct of the party claiming indemnificationsuch Indemnitee, or (ii) any dispute solely among Indemnitees which does not arise out of any act or omission of any Loan Party or any of its Subsidiaries. The BorrowerEach Loan Party, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent that the same is due are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnifiedsuch Indemnitee, or (ii) any dispute solely among Indemnitees which does not arise out of any act or omission of any Loan Party or any of its Subsidiaries. To the extent permitted by applicable law, the parties hereto Borrower shall not assertbe liable for any settlement of any proceeding giving rise to indemnified liabilities effected by any indemnified party without Borrower’s consent (which consent shall not be unreasonably withheld or delayed), but if any such proceeding is settled with Borrower’s written consent, or if there is a final non-appealable judgment of a court of competent jurisdiction in any such proceeding, Borrower agrees to indemnify and each hereby waiveshold harmless such indemnified person in the manner set forth above. Borrower shall not, without the prior written consent of the affected indemnified party (which consent shall not be unreasonably withheld or delayed), effect any claim settlement of any pending or threatened proceeding against any Indemniteeindemnified party in respect of which indemnity could have been sought hereunder by such indemnified party unless such settlement (a) includes an unconditional release of such indemnified party from all liability or claims that are the subject matter of such proceeding and (b) does not include any statement as to any admission of fault or culpability. This Section 11.13 shall not apply with respect to Taxes other than any Taxes that represent losses, on claims, damages, etc. arising from 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreementnon-Tax claim.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent Bank in connection with the preparation, negotiation, syndicationexecution, delivery, and administration of the Loan Documents, including, without limitation, including the reasonable fees and disbursements of counsel to Bank not to exceed $25,000 in the Administrative Agentaggregate, in connection with the preparation and execution of the Loan DocumentsDocuments and in connection with the transactions contemplated hereby or thereby, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by Bank in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender Bank all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holderBank, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor Subsidiary as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each LenderBank, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender Bank at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender Bank for any reasonable legal or other expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto Borrower shall not assert or cause any Subsidiary to assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel to the Administrative Agent), in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ and out-of-pocket attorneysﾒ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, and, if engaged by the Administrative Agent in connection with the enforcement of rights under the Loan Documents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and out-of-pocket fees and disbursements of counsel for any such Indemnitee and all reasonable and out-of-pocket expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification as determined by a court of competent jurisdiction by final and non-appealable judgment. The Borrower, upon promptly following demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other out-of-pocket expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnifiedindemnified as determined by a court of competent jurisdiction by final and non-appealable judgment. To the extent permitted by applicable lawLegal Requirements, the parties hereto Borrower and the Guarantors shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, Agent each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent and a single local counsel per jurisdiction necessary to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence negligence, bad faith, or willful misconduct of the party to be indemnified. To the extent permitted by applicable lawLegal Requirements, the parties hereto Borrower and the Guarantors shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.. This Section 12.15 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, penalties, judgments, liabilities or expenses arising from any non-Tax claim. 104

Costs and Expenses; Indemnification. (a) The Borrower RenRe and each Account Party agrees whether or not the transactions contemplated by this Agreement shall be consummated, to pay on demand (i) all reasonable costs and expenses of the Administrative Agent, the Collateral Agent and of the Issuing Bank in connection with (A) the preparation, negotiationexecution, syndicationdelivery, administration, modification and administration amendment of the Loan DocumentsCredit Documents (B) the administration, monitoring and review of the Collateral, (C) any attempt to inspect, verify, protect, collect, sell, liquidate or otherwise dispose of any Collateral and (D) the creation, perfection and maintenance of the perfection of the Collateral Agent’s Liens upon the Collateral, including, without limitation, the reasonable lien search, filing and recording fees (including without limitation (x) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and disbursements expenses, out-of-pocket expenses for travel, meals, long-distance telephone calls, wire transfers, facsimile transmissions and copying and with respect to the engagement of counsel appraisers, consultants, auditors or similar Persons by the Administrative Agent or Collateral Agent at any time, whether before or after the Restatement Effective Date, to render opinions concerning the value of the Collateral, and (y) the documented Attorney Costs for the Administrative Agent, in connection Collateral Agent and Issuing Bank with respect thereto (including local Bermuda and Pennsylvania counsel), with respect to advising the preparation Administrative Agent and execution Collateral Agent as to their rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Credit Documents, and with respect to negotiations with any amendment, waiver Credit Party or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, with other creditors of any Credit Party or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with of its Subsidiaries arising out of any Default or Event of Default hereunder or any events or circumstances that may give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all reasonable costs and expenses of each Agent, the Issuing Bank and each Lender in connection with the enforcement of any of the Loan Credit Documents (including all such costs and expenses incurred without limitation in connection with the sale of, collection from, or other realization upon, the Collateral), whether in any proceeding under the United States Bankruptcy Code involving the Borrower action, suit or litigation, or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including without limitation the reasonable and documented Attorney Costs for the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Collateral Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, Issuing Bank and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this AgreementLender with respect thereto).

Costs and Expenses; Indemnification. (a) The a)The Borrower agrees to pay all reasonable documented third party costs and expenses of the Administrative Agent reasonably incurred by Bank in connection with the preparation, negotiation, syndicationexecution, delivery, and administration of the Loan Documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentBank, in connection with the preparation and execution of the Loan DocumentsDocuments and in connection with the transactions contemplated hereby or thereby, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any documented fees and charges reasonably incurred by Bank in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender Bank all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holderBank, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor Subsidiary as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each LenderBank, and any security trustee therefor, their respective Affiliates, and each of their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee and Indemnitee, all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation, and all costs resulting from any environmental problems) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, INCLUDING THE INDEMNITEE’S OWN ORDINARY NEGLIGENCE, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. IT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION 9.10 IS AN INDEMNITY BY THE BORROWER TO INDEMNIFY AND PROTECT THE INDEMNITEES FROM THE CONSEQUENCES OF THEIR OWN NEGLIGENT ACTS OR OMISSIONS, BUT EXCLUDING, HOWEVER, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF INDEMNITEES. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender Bank at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender Bank for any reasonable legal or other expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto Borrower shall not assert or cause any Subsidiary to assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all on demand by Agent (i) the reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndicationand any of its Affiliates, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentAgent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with the preparation negotiation, preparation, execution and execution delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any amendmentout-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, waiver Agent shall provide detailed invoices or consent related theretoother reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated herein are hereby shall be consummated. The , each of Holdings and Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further hereby agrees to indemnify the Administrative each Agent, the L/C Issuer-Related Person, each Lender, and any security trustee therefor, Affiliate thereof and their respective directors, officers, employees, agents, financial advisorscounsel and other advisors (each an “Indemnified Person”) against, and consultants (hold each such Person being called an “Indemnitee”) against of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, liabilities and suits, costs, expenses (includingor disbursements of any kind or nature whatsoever, without limitation, all including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for any such Indemnitee and all reasonable expenses of litigation or preparation thereforinternal legal services), whether or not the Indemnitee is a party theretowhich may be imposed on, incurred by, or asserted against any settlement arrangement arising from or Indemnified Person, in any way relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby Loan Documents, the use or the direct or indirect application or proposed application intended use of the proceeds of any Revolving Loan the Loans or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any Revolving Loan investigation, litigation or Letter of Credit or the use other proceeding relating to any of the proceeds thereofforegoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. The obligations If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the parties Indemnified Liabilities which is permissible under this Section 12.15 shall survive the termination of this Agreementapplicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent Lead Arrangers and the Agents in connection with the due diligence (including third party expenses), preparation, negotiation, syndication, syndication and administration of the Loan Documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentLead Arrangers and the Agents, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein or therein are consummated, and the consummation and administration of the transactions contemplated hereby and thereby, together with any fees and charges suffered or incurred by the Lead Arrangers or the Agents in connection with (x) any title insurance policies, recording and filing fees and lien searches and any liabilities with respect to, or resulting from any delay in paying, stamp, excise and other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of, any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents and (y) inspections and, to the extent reasonably required, periodic environmental audits and fixed asset appraisals; provided that so long as no Event of Default or Unmatured Event of Default exists, the Borrower shall not be required to reimburse the Lead Arrangers or the Agents for more than one inspection, more than one appraisal and more than one audit in each Fiscal Year with respect to each property. The Borrower agrees to pay to the Administrative Agent, the L/C IssuerCollateral Agent and each Lender, and each Lender any other holder of any obligations outstanding under the Loan Documents, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C IssuerCollateral Agent, such Lender, Lender or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Event of Default or Unmatured Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor Loan Party as a debtor thereunder, or any restructuring or “work-out” related hereto and thereto). The Borrower further agrees to indemnify the Lead Arrangers, the Administrative Agent, the L/C IssuerCollateral Agent, each Lender, Lender and any security trustee therefor, and their respective directors, officers, employees, trustees, agents, financial advisors, consultants, affiliates and consultants controlling persons (each such Person being called Person, an “Indemnitee”) against all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, liabilities and suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, all including the reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby thereby, including with respect to any recording privilege tax that may be due in connection with the recordation of any Mortgage, Security Agreement, Financing Statement and Fixture Filing, or the direct or indirect application or proposed application of the proceeds of any Revolving Loan Loan, provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to such liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or Letter disbursements to the extent such liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements are found by a final, non-appealable judgment of Credit, other than those which arise a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party claiming indemnificationsuch Indemnitee. The Borrower, upon demand by the Administrative AgentLead Arrangers, the L/C Issuer, any Agent or a any Lender at any time, shall reimburse the Administrative AgentLead Arrangers, the L/C Issuer, such Agent or such Lender for any reasonable legal or other expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is such expenses are directly due to the gross negligence or willful misconduct of the party to be indemnifiedseeking reimbursement or any of its directors, officers, employees, agents or other representatives. To the extent permitted by applicable law, the parties hereto shall Borrower agrees not to assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, together with any fees and each Lender all costs and expenses reasonably charges suffered or incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Agent in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)lien searches. The Borrower Borrowers further agrees agree to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or U.S. Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrowers under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefortrusteetherefor, and their respective directors, officers, employees, agents, and, if engaged by the Administrative Agent in connection with the enforcement of rights under the Loan Documents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and out-of-pocket fees and disbursements of counsel for any such Indemnitee and all reasonable and out-of-pocket expenses of litigation or preparation thereforpreparationtherefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification as determined by a court of competent jurisdiction by final and non-appealable judgment. The Borrower, upon promptly following demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other out-of-pocket expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnifiedindemnified as determined by a court of competent jurisdiction by final and non-appealable judgment. To the extent permitted by applicable lawLegal Requirements, the parties hereto Borrower and the Guarantors shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents and the Lenders in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable and documented fees and disbursements of one outside counsel to for the Administrative Agent and one outside counsel for the Collateral Agent, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, search fees, UCC filing fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection therewith; and in connection with the preparation and execution of the Loan Documents, administration and any amendmentwaiver, waiver consent, modification or consent related theretoamendment or similar agreement in respect of this Agreement, whether the Notes or not any other Facility Document and advising the transactions contemplated herein are consummatedAgents and Lenders as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay to the Administrative Agent, the L/C Issuer, on demand all reasonable and each Lender all documented costs and expenses reasonably incurred or paid by of each of the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or Secured Parties in connection with the enforcement of this Agreement, the Notes or any of the Loan Documents (other Facility Document, including all such reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection with any proceeding under the United States Bankruptcy Code involving preservation, collection, foreclosure or enforcement of the Borrower Collateral subject to the Facility Documents or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify interest, right, power or remedy of the Administrative Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable fees and disbursements of outside counsel, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent; provided that, in each case, there shall be one primary outside attorney and one local counsel representing such Secured Parties (other than the Collateral Agent, who shall have one primary outside attorney and one local counsel) unless any conflict of interest arises. Without prejudice to its rights hereunder, the L/C Issuerexpenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable bankruptcy law. For -141- USActive 56468589.1056468589.17 the avoidance of doubt, each Lenderthis Section 13.04(a) shall not apply to Taxes, and other than any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all Taxes that represent losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement etc. arising from or relating to any such litigation) non-Tax claim, which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand shall be covered by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement13.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Backup Servicer in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable fees and disbursements of outside counsel to for the Administrative Agent and the Backup Servicer, costs of any independent accountants performing agreed upon procedures audits, UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document. Further, the Borrower shall pay on demand (A) all reasonable and documented out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Administrative Agent and the Lenders) incurred by the Administrative Agent in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Administrative Agent's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums, and (C) all reasonable costs and expenses incurred by the Administrative Agent and the Backup Servicer (including in its capacity as Successor Servicer) in connection with the preparation and execution preservation, collection, foreclosure or enforcement of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay Collateral subject to the Administrative AgentFacility Documents or any interest, the L/C Issuerright, and each Lender all costs and expenses reasonably incurred power or paid by remedy of the Administrative Agent, Agent and the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder Lenders or in connection with the collection or enforcement of any of the Loan Documents (Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee attorneys, accountants, auditors, consultants, appraisers and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand professionals engaged by the Administrative AgentAgent and the Lenders; provided that in each case, there shall be a single primary counsel to the L/C IssuerAdministrative Agent and the Lenders and a single local counsel to the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Administrative Agent and the Lenders, in which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the Obligations, any foreclosure under, or a Lender at modification, release or discharge of, any timeor all of the Loan Documents, shall reimburse termination of this Agreement and the resignation or replacement of the Administrative Agent. Without prejudice to its rights hereunder, the L/C Issuer, or such Lender expenses and the compensation for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any the services of the foregoing (including Administrative Agent are intended to constitute expenses of administration under any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable bankruptcy law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection and the Arrangers incurred on or after the Closing Date within thirty (30) days of a written demand therefor, together with backup documentation supporting such reimbursement request, associated with the syndication of the Credit Facilities and the preparation, negotiation, syndicationexecution, delivery and administration of the Loan DocumentsDocuments and any amendment, includingmodification, without limitationwaiver or consent with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable fees and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Arrangers, taken as a whole, and, (x) if necessary, of one local counsel in any relevant material jurisdiction to such Persons, taken as a whole and (y) if reasonably determined by any of the Administrative Agent’s or the Arrangers’ counsel that representation of all such Persons would create a conflict of interest, of one additional counsel to all affected Persons taken as a whole), together with any fees and charges suffered or incurred by the Administrative Agent and the Arrangers in connection with title insurance policies, if any, collateral filing fees and lien searches and, after the preparation and execution occurrence of an Event of Default, audits of the Loan Documents, Collateral performed by the Administrative Agent or its agents or representatives; and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, any Lender or the L/C IssuerIssuer within thirty (30) days of a written demand therefor, together with backup documentation supporting such reimbursement request (but limited, in the case of legal fees and each Lender all costs expenses, to the reasonable and expenses documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders, taken as a whole, and, (x) if necessary, of one local counsel in any relevant material jurisdiction to such Persons, taken as a whole and (y) if reasonably incurred or paid determined by any of the Administrative Agent’s or Arrangers’ counsel that representation of all such Persons would create a conflict of interest, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or one additional counsel to all affected Persons taken as a whole) in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under Documents. In addition to the United States Bankruptcy Code involving reimbursement provisions set forth above, the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Arrangers, the Administrative Agent, the L/C Issuer, each Lender, and each Related Person of any security trustee thereforof the foregoing Persons (each, an “Indemnified Person”) against, and their respective directorshold each Indemnified Person harmless from, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (includinglimited, without limitation, all reasonable in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel for to all Indemnified Persons taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel to all affected Indemnified Persons taken as a whole, and, if reasonably necessary, one local counsel in any relevant material jurisdiction to such Indemnitee and all reasonable expenses of litigation or preparation thereforIndemnified Persons, whether or not the Indemnitee is taken as a party thereto, or any settlement arrangement arising from or relating to any such litigationwhole) which any of them may pay or incur arising out of or relating to any Loan Document or any incurred in respect of the transactions contemplated thereby Credit Facilities or the direct or indirect application use or proposed application use of the proceeds of any Revolving Loan or Letter of Credit, other than those which except to the extent they arise from the gross negligence negligence, bad faith or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuerof, or a Lender at material breach of the Loan Documents by, such Indemnified Person (as determined by a final, non-appealable judgment of a court of competent jurisdiction) or any time, shall reimburse dispute solely among Indemnified Persons (other than any claims against an Indemnified Person in its capacity as Administrative Agent or Arrangers) and not arising out of any act or omission of the Administrative Agent, the L/C Issuer, Sponsor or such Lender for any reasonable legal Holdings or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing its Subsidiaries (including any settlement costs relating to the Borrower). Notwithstanding the foregoing, (a) except each Indemnified Person shall be obligated to refund and return any and all amounts paid by the Borrower to such indemnified Person for fees, expenses or damages to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the same is due terms hereof and (b) the Borrower will only be liable out-of-pocket costs and expenses (including legal fees, expenses and disbursements) under this Agreement to the gross negligence extent such out-of-pocket costs and expenses are invoiced within a 90 day period for which the underlying service giving rise to such obligation occurred (other than in the case of certain vendor or willful misconduct of the party to be indemnified. To the extent permitted by applicable lawforeign local counsel fees and disbursement, in which case, the parties hereto shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (90 day period may be extended as opposed reasonably agreed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or by the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this AgreementBorrower).

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C IssuerIssuer and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, and such Lender, Lender or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor Subsidiary as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the parties hereto Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. The Borrowers shall (a) The Borrower agrees to pay or reimburse the Lender for all reasonable of its out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the preparation, negotiation, syndicationconsideration, development, preparation and/or execution of, and administration any amendment, supplement or modification to, the Loan Documents or any other documents prepared in connection herewith (whether or not any such amendment, supplement, or modification is effected or consummated), and the consummation of the Loan Documentstransactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentLender, (b) pay or reimburse the Lender for all of its costs and expenses including, but not limited to, litigation costs or costs incident to any proceeding relating to any Borrower pursuant to 11 U.S.C. §101 et seq. incurred in connection with the preparation and execution of the Loan Documents, and any amendment, waiver administration or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents, or the preservation of any rights or questions arising under or interpretations of the Loan Documents or any such other documents, including, without limitation, fees and disbursements of counsel, legal assistants or paralegals to the Lender, (including c) pay, indemnify, and hold the 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, 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 of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of the Loan Documents or any such other documents, and (d) pay, indemnify and hold the Lender harmless from and against any and all taxes, as well as costs and expenses incurred in connection (including attorneys’ fees) associated with any proceeding under effort to contest the United States Bankruptcy Code involving imposition of such taxes, levied upon the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify Lender because of the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses transactions contemplated herein (including, without limitation, all reasonable fees and disbursements sales, occupational, excise, gross receipts, general corporation, personal property, privilege or license taxes, but not including taxes levied upon the net income of counsel for any the Lender resulting from the transactions contemplated herein by the jurisdictions in which such Indemnitee and all reasonable expenses Lender maintains its principal office or books the transactions contemplated herein) whether such taxes are levied by reason of litigation or preparation therefor, whether or not the Indemnitee is a party theretoacts to be performed by the Borrowers, or any settlement arrangement arising from of them, hereunder or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document are levied upon the Lender, the Borrowers, or any of them, the transactions contemplated thereby or the direct or indirect application or proposed application Property of the proceeds of any Revolving Loan Lender or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereofotherwise. The obligations in this Section 8.5 shall survive repayment of the parties under this Section 12.15 shall survive the termination of this AgreementNote and all other Obligations.

Costs and Expenses; Indemnification. (a) The Each Borrower agrees to pay all reasonable and documented costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of a single counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with “Phase I” environmental reports required pursuant to Section 4.4 hereof, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Each Borrower agrees to pay to the Administrative Agent, the L/C IssuerIssuer and each Lender, and any other holder of any Obligations outstanding hereunder (each Lender such Person being called a “Holder”), all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holderHolder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the any Borrower or any Guarantor as a debtor thereunder). The Each Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of a single counsel and applicable local counsel for any all Indemnitees (unless there is, in the reasonable judgment of the Administrative Agent, a conflict of interest, in which case each such Indemnitee party with such conflict of interest shall be entitled to retain separate principal counsel and local counsel in each appropriate jurisdiction) and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence negligence, bad faith or willful misconduct of the party claiming indemnification. The Each Borrower, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of a single counsel for any all such IndemniteeIndemnitees) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto neither any Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrowers under this Section 12.15 13.16 shall survive the termination of this Agreement. Notwithstanding the foregoing, this Section 13.16 shall not apply with respect to Taxes, which shall be governed solely by Section 13.1.

Costs and Expenses; Indemnification. (a) The Borrower and each Guarantor agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan DocumentsDocuments and in connection with the transactions contemplated hereby or thereby, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower and each Guarantor agrees to pay to the Administrative Agent, the L/C IssuerAgent and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all reasonable and documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder); provided, that attorney’s fees shall be limited to one counsel for all Lenders and the Administrative Agent, and, if necessary, of one local counsel for all Lenders and the Administrative Agent in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all Lenders and the Administrative Agent), and, solely in the case of an actual conflict of interest, one additional counsel in each applicable jurisdiction to the affected Persons. The Borrower and each Guarantor further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising xxxxxxx from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification (as determined by a court of competent jurisdiction by final and non-appealable judgment). The BorrowerBorrower and each Guarantor, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnifiedindemnified (as determined by a court of competent jurisdiction by final and non-appealable judgment); provided, that attorney’s fees shall be limited to one counsel for all Indemnitees and, if necessary, of one local counsel for all Indemnitees in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all Lenders and the Administrative Agent), and, solely in the case of an actual conflict of interest, one additional counsel in each applicable jurisdiction to the affected Persons. To the extent permitted by applicable lawLaw, neither the parties hereto Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the parties under this Section 12.15 shall survive other Loan Documents or the termination of this Agreementtransactions contemplated hereby or thereby.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender Lender, and any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party Indemnitee. The Borrower hereby agrees to be indemnifiedindemnify the Administrative Agent and the Lenders against, and agrees that it will hold the Administrative Agent and the Lenders harmless from, any claim, demand, or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith and any expenses (including reasonable attorneys’ fees) arising in connection with any such claim, demand, or liability. To the extent permitted by applicable law, the parties hereto Borrower shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all on demand by Agent (i) the reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndicationand any of its Affiliates, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentAgent (excluding allocated costs and expenses for internal legal services), in connection with the preparation negotiation, preparation, execution and execution delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any amendment, waiver out-of-court workout or consent related theretoother refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated herein are hereby shall be consummated. The , each of Holdings and Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further hereby agrees to indemnify the Administrative each Agent, the L/C Issuer-Related Person, each Lender, and any security trustee therefor, Affiliate thereof and their respective directors, officers, employees, agents, financial advisorscounsel and other advisors (each an "Indemnified Person") against, and consultants (hold each such Person being called an “Indemnitee”) against of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, liabilities and suits, costs, expenses (includingor disbursements of any kind or nature whatsoever, without limitation, all including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for any such Indemnitee and all reasonable expenses of litigation or preparation thereforinternal legal services), whether or not the Indemnitee is a party theretowhich may be imposed on, incurred by, or asserted against any settlement arrangement arising from or Indemnified Person, in any way relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby Loan Documents, the use or the direct or indirect application or proposed application intended use of the proceeds of any Revolving Loan the Loans or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any Revolving Loan investigation, litigation or Letter of Credit or the use other proceeding relating to any of the proceeds thereofforegoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. The obligations If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the parties Indemnified Liabilities which is permissible under this Section 12.15 shall survive the termination of this Agreement.applicable law. 50

Costs and Expenses; Indemnification. (a) The a)The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, Agent and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or Agent such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand (i) all reasonable costs and expenses (excluding any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed, levied, collected, withheld or assessed) of the Administrative Agent in connection with the preparation, review, negotiation, syndicationreproduction, execution, delivery, modification and administration amendment of this Agreement and the Loan Documentsother Transaction Documents to which the Borrower is a party, including, without limitation, including the reasonable fees and disbursements of counsel for the Secured Parties with respect thereto and with respect to advising the Administrative AgentSecured Parties, as to its rights, remedies and responsibilities under this Agreement and the other Transaction Documents to which the Borrower is a party, UCC filing fees, periodic auditing expenses incurred in connection with clauses (h) and (i) of Section 5.01 and all other related fees and expenses and (ii) after the preparation occurrence and execution during the continuance of the Loan Documentsan Event of Default, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all reasonable costs and expenses reasonably incurred (excluding any and all present or paid by the Administrative Agentfuture taxes, the L/C Issuerlevies, such Lenderimposts, deductions, charges or any such holderwithholdings, including reasonable attorneys’ fees and disbursements and court costsall liabilities with respect thereto, in connection with any Default each case, now or Event hereafter imposed, levied, collected, withheld or assessed) of Default hereunder or the Secured Parties in connection with the enforcement of any of this Agreement and the Loan other Transaction Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving to which the Borrower or any Guarantor as is a debtor thereunder). The Borrower further agrees to indemnify party including the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee the Secured Parties with respect thereto and all reasonable expenses of litigation or preparation thereforwith respect to advising the Secured Parties, whether or not as to their rights, remedies and responsibilities under this Agreement and the Indemnitee other Transaction Documents to which the Borrower is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreementparty.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agent, the Servicer, the Backup Servicer, the Collection Account Bank, the Custodian, and the other Lenders in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable fees and disbursements of outside counsel to the Administrative Agent, in connection with the preparation and execution for each of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C IssuerServicer, the Backup Servicer, the Collection Account Bank, the Custodian, and each Lender the other Lenders and any auditors, accountants, consultants, appraisers and rating agency or other professional advisors and agents engaged by the Administrative Agent; UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document; provided, however, that the reasonable and documented out-of-pocket fees of Xxxxxxx and Xxxxxx LLP, as counsel to the Administrative Agent and Initial Class A Lender, on or prior to the Closing Date (but not thereafter), shall not exceed $200,000. Further, subject to the Priority of Payments, the Borrower shall pay (A) all reasonable and documented out-of-pocket costs and expenses (including all reasonable and documented fees, expenses and disbursements of legal counsel), and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Administrative Agent and incurred by the Administrative Agent in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Administrative Agent’s security interests in the Collateral, including filing and recording fees, expenses and Other Taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of Default, all costs and expenses reasonably incurred or paid by the Administrative Agent, Agent and the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, other Secured Parties in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any Default interest, right, power or Event remedy of Default hereunder the Administrative Agent and the other Secured Parties or in connection with the collection or enforcement of any of the Loan Documents (Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all such costs reasonable and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable documented fees and disbursements of counsel for any such Indemnitee attorneys, accountants, auditors, consultants, appraisers and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand professionals engaged by the Administrative AgentAgent and the other Secured Parties. The undertaking in this Section shall survive repayment of the Obligations, the L/C Issuerany foreclosure under, or a Lender at modification, release or discharge of, any timeor all of the Related Documents, shall reimburse termination of this Agreement and the other Facility Documents and the resignation or replacement of the Administrative Agent. Without prejudice to its rights hereunder, the L/C Issuer, or such Lender expenses and the compensation for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any the services of the foregoing (including Administrative Agent are intended to constitute expenses of administration under any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable bankruptcy law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender Lender, and any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification, as determined in a final, non‑appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified, as determined in a final, non-appealable judgment by a court of competent jurisdiction. To the extent permitted by applicable law, the parties hereto Borrower shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent and a single local counsel per jurisdiction necessary to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence negligence, bad faith or willful misconduct of the party claiming indemnificationindemnification as determined by a court of competent jurisdiction by final and nonappealable judgment, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence negligence, bad faith, or willful misconduct of the party to be indemnified. To the extent permitted by applicable lawLegal Requirements, the parties hereto Borrower and the Guarantors shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.. This Section 12.15 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, penalties, judgments, liabilities or expenses arising from any non-Tax claim. 104

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower Borrowers further agrees agree to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto no Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrowers under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic collateral filing fees and lien searches. The Borrower agrees Borrowers agree to pay to the Administrative Agent, the L/C IssuerAgent and each Lender, and each Lender any other holder of any Note outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, Agent and such Lender, Lender or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any a proceeding under the United States Bankruptcy Code involving the Borrower Code, as amended, or any Guarantor as a debtor thereundercomparable foreign law). The Borrower Borrowers further agrees agree to indemnify the Administrative Agent, the each Lender, L/C Issuer, each Lender, and any security trustee therefor, Issuer and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than to the extent of those which arise arise, in whole or in part, from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrowers under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees and the Collateral Manager jointly and severally agree to promptly pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents, the Custodian, and the Backup Collateral Manager in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable fees and disbursements of outside counsel to the Administrative Agent, in connection with the preparation and execution for each of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C IssuerCollateral Agent, the Custodian and the Backup Collateral Manager, UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document. Further, the Borrower shall promptly pay on demand (A) all reasonable out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Agent) incurred by the Collateral Agent in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and each Lender title insurance premiums, and (C) after the occurrence of any Event of Default, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Collateral Agent in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any Default interest, right, power or Event remedy of Default hereunder the Collateral Agent or in connection with the collection or enforcement of any of the Loan Documents (Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent. The undertaking in this Section shall survive repayment of the Obligations, any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party theretoforeclosure under, or modification, release or discharge of, any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any all of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditRelated Documents, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this AgreementAgreement and the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Collateral Agent are intended to constitute expenses of administration under any applicable bankruptcy law.

Costs and Expenses; Indemnification. (a) The Borrower In addition to the expenses set forth in Section 3.1, Bxxxxxxx agrees to pay all reasonable costs and expenses of the Administrative Agent Lender in connection with the preparation, negotiation, syndication, and administration of the Loan Documentsthis Agreement, including, without limitation, limitation the reasonable fees Attorney’s Fees and disbursements Costs incurred by Lxxxxx in the exercise of counsel any right or remedy available to the Administrative Agentit under this Agreement and reasonable Attorney’s Fees and Costs incurred by Lxxxxx, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)related thereto. The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective its directors, officers, employees, agents, attorneys, financial advisors, and consultants (each such Person being called an each, a “IndemniteeLender Party”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any the Revolving Loan or Letter of CreditLoan, other than those which arise from (a) the gross negligence negligence, bad faith or willful misconduct of Lender Party claiming indemnification, or (b) any material breach or material violation of the party Loan Documents by Lender Party (or its agents) claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender Lxxxxx at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration (excluding internal overhead costs of the Administrative Agent) of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan DocumentsDocuments (not to exceed $75,000 plus out-of-pocket costs and expenses of attorneys' fees of the Administrative Agent in connection with the Loan Documents delivered on the Closing Date), and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic collateral filing fees and lien searches; provided that, absent a Default or Event of Default, the Borrower shall only be required to reimburse the Administrative for lien searches once per calendar year. For clarity, the Borrower shall not be responsible for any costs incurred by any Lender in connection with its assignment or participation of rights under the Loan Documents (except as otherwise provided for in Section 1.13 hereof). The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender Lender, and any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ ' fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “"Indemnitee”") against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto Borrower shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable on demand the costs and expenses of the Administrative Agent FMB in connection with the negotiation, preparation, negotiationexecution and delivery of this Agreement, syndicationthe other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation transactions contemplated hereby or thereby, and execution in connection with any consents hereunder or waivers or amendments hereto or thereto, including the fees and expenses of counsel for FMB with respect to all of the Loan Documents, and any amendment, waiver or consent related thereto, foregoing (whether or not the transactions contemplated herein hereby are consummated). The Borrower further agrees to pay to FMB or any other holder of the Administrative Agent, the L/C Issuer, and each Lender Obligations all costs and expenses reasonably (including court costs and attorneys’ fees), if any, incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, FMB or any such holder, including reasonable attorneys’ fees and disbursements and court costs, other holder of the Obligations in connection with any Default or Event of Default hereunder or in connection with the enforcement of this Agreement or any of the other Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor other instrument or document delivered hereunder or thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each LenderFMB, and any security trustee therefortrustee, and their respective directors, officers, officers and employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter extension of Creditcredit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender FMB at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender FMB for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of counsel to the Administrative Agent), in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, each Lead Arranger, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence or willful misconduct of the party claiming indemnification, as determined in a final non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees and not involving an act or omission of the Borrower (provided that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, , the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, each Lead Arranger, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified, as determined in a final non-appealable judgment of a court of competent jurisdiction. To the extent permitted by applicable lawLegal Requirements, the parties hereto Borrower and the Guarantors shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches; provided that in the absence of an Event of Default, the Borrowers shall not be required to pay for more than one (1) such environmental audit or fixed asset appraisal per calendar year. The Borrower agrees Borrowers agree to pay to the Administrative Agent, the L/C IssuerIssuer and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the any Borrower or any Guarantor as a debtor thereunder). The Borrower Borrowers further agrees agree to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification as finally determined by a court of competent jurisdiction. The BorrowerBorrowers, upon demand by the Administrative Agent, the L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnifiedindemnified as finally determined by a court of competent jurisdiction. To the extent permitted by applicable law, the parties hereto neither any Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrowers under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, the Swingline Lender and each Lender Lender, and any other holder of any Obligations outstanding hereunder, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, the Swingline Lender such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents or the protection of its rights and interests thereunder (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the (and any sub-agent thereof), each Lender, the Swingline Lender and each L/C Issuer, and each Lender, and Related Party of any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants of the foregoing Persons (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditCredit or any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, the Borrower or any of their respective Subsidiaries, or any Environmental Liability related in any way to Holdings, the Borrower or any of their respective Subsidiaries, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification as determined by a court of competent jurisdiction by final and nonappealable judgment. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, the Swingline Lender, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, the Swingline Lender, or such Lender and their Related Parties for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnifiedindemnified as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent permitted by applicable law, neither the parties hereto Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C IssuerAgent and each Lender, and each Lender any other holder of any Loan outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, Agent and such Lender, Lender or any such holder, including reasonable attorneys’ fees and disbursements (limited to one firm of counsel to the Administrative Agent and one firm of counsel to the Lenders) and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor Subsidiary as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the parties hereto Borrower nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Except as otherwise provided hereunder, the Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, together with any fees and each Lender all costs and expenses reasonably charges suffered or incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, Agent in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder)lien searches. The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrower under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower Each Loan Party agrees to pay all reasonable and documented out of pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, including the reasonable and documented out of pocket fees and disbursements of one external counsel to the Administrative AgentAgent and its Affiliates, taken as a whole, and, if reasonably necessary, of one external local counsel in any relevant jurisdiction and one regulatory counsel in each relevant specialty, in connection with the preparation and execution of the Loan DocumentsDocuments and in connection with the transactions contemplated hereby or thereby, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, the preservation or release of any rights under any Loan or any Lien created pursuant to a Collateral Document and any proceedings instituted by or against the Administrative Agent as a consequence of taking or holding any Lien created pursuant to the Collateral Documents, together with any fees and charges suffered or incurred by Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower Each Loan Party agrees to pay to the Administrative Agent, the Sustainability Coordinator, each L/C IssuerIssuer and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the Sustainability Coordinator, such L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower Borrower, any other Loan Party or any Guarantor as a debtor thereunder). The Borrower Each Loan Party further agrees to indemnify the Administrative Agent, the Sustainability Coordinator, each L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants Related Parties (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification (as determined by a court of competent jurisdiction by final and non-appealable judgment). The BorrowerEach Loan Party, upon demand by the Administrative Agent, the Sustainability Coordinator, an L/C Issuer, Issuer or a Lender at any time, shall reimburse the Administrative Agent, the Sustainability Coordinator, such L/C Issuer, Issuer or such Lender for any reasonable legal or other expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnifiedindemnified (as determined by a court of competent jurisdiction by final and non-appealable judgment). To the extent permitted by applicable lawLaw, the parties hereto neither any Loan Party nor any Guarantor shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the parties under this Section 12.15 shall survive other Loan Documents or the termination of this Agreementtransactions contemplated hereby or thereby.

Costs and Expenses; Indemnification. The Borrower and TFCI jointly and severally agree (a) The Borrower agrees to pay or reimburse the Lender for all reasonable its out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, incurred in connection with the preparation and execution of the Loan Documentsof, and any amendment, waiver supplement or consent related theretoother modification to, whether this Agreement, the Note or not any other Financing Document and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agenthereby and thereby, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ professional fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement all costs of any appraisals, environmental studies and of any audits of Borrower's or its Subsidiaries' books and records or properties, including without limitation the fees and disbursements of legal counsel to the Lender (limited to, with respect to the preparation of the Loan Documents initial Financing Documents, $4,000 plus all disbursements associated herewith up to a maximum of $1,000 (including plus reimbursement of UCC searches and filings and other costs); (b) to pay or reimburse the Lender for all such its costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, including without limitation, limitation all reasonable fees and disbursements of legal counsel for any such Indemnitee (whether outside counsel or in-house counsel) and all reasonable expenses other professional fees and disbursements and all costs of litigation any appraisals, environmental studies and of any audits of Borrower's or preparation thereforany of its Subsidiaries books and records or properties) incurred by the Lender in connection with the preservation, whether defense, protection, exercise or not the Indemnitee is a party theretoenforcement (including without limitation collection and/or realization on any collateral or other security), or attempted preservation, defense, protection, exercise or enforcement (including without limitation collection and/or realization on any settlement arrangement arising from collateral or relating to other security) of this Agreement, the Note or any such litigation) which any of them may pay or incur arising out of or relating to any Loan other Financing Document or any of the transactions contemplated thereby Lender's rights, remedies or powers hereunder or thereunder, and (c) to pay, indemnify, and hold the direct Lender and Lender's employees, officers, directors and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, fines, claims, actions, judgments, suits, cost recovery actions, response costs, compliance costs, costs, expenses or indirect application disbursements of any kind or proposed application nature whatsoever (including without limitation attorneys' fees and disbursements) arising out of or otherwise related to or connected with (i) this Agreement, the Note or any of the proceeds other Financing Documents; (ii) the exercise by the Lender of any Revolving Loan of its rights, remedies or Letter powers hereunder, the Note or any of Creditthe other Financing Documents; (iii) any misrepresentation, inaccuracy, or breach of any representation, warranty, covenant, or agreement contained or referred to herein or any other than Financing Document; or (iv) any Hazardous Material at, on, in, under, or about all or any portion any property owned, occupied and/or operated by the Borrower and/or its Subsidiaries or any Release of any Hazardous Materials by the Borrower and/or its Subsidiaries or any violation by the Borrower and/or its Subsidiaries of, or liability of the Borrower under, any Environmental Laws (all the foregoing under this subparagraph (c), collectively, the "indemnified liabilities"), and, in addition, at Lender's discretion, Borrower and TFCI shall defend (with counsel satisfactory to the Lender) Lender against those indemnified liabilities which arise the Lender shall choose Borrower and TFCI to defend Lender against (provided, that, it is understood and agreed that all reasonable costs and expenses of counsel incurred by Lender in defending itself any indemnified liability shall be indemnified liabilities for which Borrower or TFCI is responsible for payment under this subparagraph (c)); PROVIDED that neither the Borrower nor TFCI shall have any obligation hereunder to the Lender with respect to indemnified liabilities to the extent that such liabilities are determined by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party claiming indemnificationLender. The Borrower, upon agreements in this Section shall survive any payment of the Note or any other amounts payable hereunder or under any other Financing Document and/or any termination of any Financing Document or the release of any collateral. All amounts payable under this Section shall be payable by the Borrower and TFCI on demand by the Administrative AgentLender. The Borrower and its Subsidiaries, the L/C Issuerfor themselves and their successors and assigns, or a Lender at any timehereby, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the fullest extent permitted by applicable law, forever waive, release and covenant not to bring any demand, claim, cost recovery action or lawsuit they may now or hereafter have or accrue against the parties hereto shall not assertLender or its officers, and each hereby waivesdirectors, employees or agents arising from the same facts or circumstances as any claim against any Indemnitee, on any theory of indemnified 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The a)The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, Agent and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, ​ whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or Agent such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of of, without duplication, the Administrative Agent Agents, the Custodian, the Collateral Administrator, the other Secured Parties and the Collateral Manager in connection with the preparation, review, negotiation, syndicationreproduction, execution and administration delivery of this Agreement and the Loan other Facility Documents, including, without limitation, including the reasonable and documented fees and disbursements of one counsel to for the Administrative Agent and Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the preparation administration and execution any modification or amendment of this Agreement, the Loan DocumentsNotes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and any amendmentthe Securities Intermediary as to their respective rights, waiver or consent related thereto, whether or not the transactions contemplated herein are consummatedremedies and responsibilities. The Borrower agrees to promptly pay to the Administrative Agent, the L/C Issuer, on demand all reasonable and each Lender all documented costs and expenses reasonably incurred or paid by of each of the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or Secured Parties in connection with the enforcement of this Agreement, the Notes or any of the Loan Documents (other Facility Document, including all such documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with any proceeding under the United States Bankruptcy Code involving preservation, collection, foreclosure or enforcement of the Borrower Collateral subject to the Facility Documents or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify interest, right, power or remedy of the Administrative AgentCollateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the L/C IssuerObligations in any insolvency proceeding, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable and documented fees and disbursements of counsel for attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any such Indemnitee and all reasonable expenses of litigation the Agents directly related to or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from any financial audit conducted by or relating at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any audit conducted by employees of the transactions contemplated thereby or Agents shall be equal to $1,200 per day, per analyst, plus the direct or indirect application or proposed application Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the proceeds Secured Parties are intended to constitute expenses of administration under any Revolving Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreementinsolvency Law.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees Borrowers agree to pay to the Administrative Agent, the L/C IssuerCollateral Agent and each Lender, and each Lender any other holder of any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C IssuerCollateral Agent, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the a Borrower or any Guarantor as a debtor thereunder). The Borrower Borrowers further agrees agree to indemnify the Administrative Agent, the L/C IssuerCollateral Agent, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Revolving Loan or Letter of CreditLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification as determined by a court of competent jurisdiction by final and nonappealable judgment. The BorrowerBorrowers, upon demand by the Administrative Agent, the L/C Issuer, Collateral Agent or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, Collateral Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent if the same is directly due to the gross negligence or willful misconduct of the party to be indemnifiedindemnified as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent permitted by applicable law, the parties hereto Borrowers shall not assert, and each such Person hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties Borrowers under this Section 12.15 13.14 shall survive the termination of this Agreement.