Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.

Expenses; Indemnification. (a) The Borrower shall pay within thirty (30) days after written notice from the Administrative Agent, (i) all reasonable and documented out-of-pocket costs and expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, Administrative Agent (including, without limitation, reasonable and documented fees and disbursements of special counsel Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP), in connection with the preparation, syndications and administration preparation of this Agreement, the Loan Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and Default or alleged Default hereunder, (ii) all reasonable fees and documented disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by any Agentthe Administrative Agent and each Bank, including reasonable and documented including, without limitation, fees and disbursements of counsel for the Administrative Agent and each Agentof the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys’ fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, and (B) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and expenses of Administrative Agent. For the sake purposes of clarity, this Section 12.3(a9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not impose any payment obligation on be the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4same law firm representing Administrative Agent). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Agent and each LenderBank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentcounsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee Indemnitee, as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) any violation by the grant to Borrower or the Collateral Agent, the Lenders Environmental Affiliates of any Lien, on the Collateralapplicable Environmental Law, (iii) any Environmental Claim arising out of the exercise management, use, control, ownership or operation of property or assets by the Administrative AgentBorrower or any of the Environmental Affiliates, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under all on-site and off-site activities of Borrower or any agreements creating any such LienEnvironmental Affiliate involving Materials of Environmental Concern, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representationenvironmental representation or warranty set forth herein, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excludingexcluding those liabilities, in each case, as to any Indemnitee, any such losses, liabilities, damages, costs and expenses or costs (a) for which such Indemnitee has been compensated pursuant to the terms of this Agreement, (b) incurred solely by reason of the bad faithgross negligence, gross negligence or willful misconduct by such bad faith or fraud of any Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction, (c) arising from violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the indemnification set forth in this Section 9.3(b) in favor of any director, officer, agent or employee of Administrative Agent or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations Obligations. Without limitation of the other provisions of this Section 9.3, Borrower shall indemnify and hold each of the Administrative Agent and the resignation Banks free and harmless from and against all loss, costs (including reasonable attorneys’ fees and expenses), expenses, taxes, and damages (including consequential damages) that the Administrative Agent and the Banks may suffer or removal incur by reason of an the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA or the Code necessary in the Administrative Agent. For ’s reasonable judgment by reason of the sake inaccuracy of claritythe representations and warranties, this or a breach of the provisions, set forth in Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.44.6(b).

Expenses; Indemnification. (ai) The Borrower shall pay (i) all reimburse the Agent and the Arranger for any reasonable and documented out-of-pocket expenses (including reasonable outside attorneys’ and paralegals’ fees and expenses of and fees for other advisors and professionals engaged by the Agent or the Arranger and, unless a Default shall be continuing, with the consent of the AgentsBorrower), but excluding any costs, charges or expenses with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), paid or incurred by the CustodianAgent or the Arranger in connection with the investigation, the Document Custodian and the Securities Intermediarypreparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, reasonable and documented fees and disbursements of counsel in connection with via the preparationinternet), syndications review, amendment, modification and administration of this Agreementthe Loan Documents. The Borrower also agrees to reimburse the Agent, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewithArranger, the administration of LC Issuers and the Loans, Lenders for any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any (including outside attorneys’ and paralegals’ fees and expenses of outside attorneys and paralegals for the Agent, including reasonable the Arranger, the LC Issuers and documented the Lenders, but only to the extent such fees and disbursements of counsel for each were incurred by attorneys in a single law firm (and any replacement or successor firm thereof) selected by the Agent), but excluding any costs, charges or expenses with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), paid or incurred by the Agent, the Arranger, any LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Documents. (bii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Collateral AgentArranger, the Collateral Administratoreach LC Issuer, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates affiliates, and the respective each of their directors, officers, employees, trustees, investment advisors, attorneys, advisors and agents and employees of the foregoing (eachagainst all losses, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, lossesclaims, damages, costs penalties, judgments, liabilities and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at all expenses of litigation or preparation therefor whether or not the Agent, the Arranger, any time following the payment LC Issuer, any Lender or any affiliate is a party thereto, and all outside attorneys’ and paralegals’ fees and expenses of outside attorneys and paralegals of the Obligations) party seeking indemnification), but excluding any losses, claims, damages, penalties, judgments, liabilities and expenses with respect to taxes and amounts related thereto (payment with respect to which shall be imposed ongoverned solely and exclusively by Section 3.5), asserted against which any of them may pay or incurred by any Indemnitee as a result of, or incur arising out ofof or relating to this Agreement, or in any way related to or by reason ofthe other Loan Documents, (i) any of the transactions contemplated by the Loan Documents hereby or the execution, delivery direct or performance indirect application or proposed application of the proceeds of any Loan Document, (ii) the grant Credit Extension hereunder except to the Collateral Agent, extent that they have resulted from the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct or solely by such Indemnitee with respect to its obligations under reason of the breach of the express terms of this Agreement as finally determined by a court of competent jurisdictionthe party seeking indemnification. The Borrower’s obligations of the Borrower under this Section 12.3 9.6 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Agreement.

Expenses; Indemnification. (a) The Borrower shall pay within thirty (30) days after written notice from the Administrative Agent, (i) all reasonable and documented out-of-pocket costs and expenses of the Agents, the Custodian, the Document Custodian Administrative Agent and the Securities Intermediary, including, without limitation, Syndication Agent (including reasonable and documented fees and disbursements of special counsel Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP), in connection with the preparation, syndications and administration preparation of this Agreement, the Loan Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default or Event of Default or alleged Default or Event of Default; and , (ii) all reasonable fees and documented disbursements of special counsel Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP in connection with the syndication of the Loans and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank (the Administrative Agent shall promptly submit any Agentexpenses of any of the Banks to Borrower for reimbursement), including reasonable and documented fees and disbursements of counsel for the Administrative Agent and each Agentof the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys’ fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, and (B) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and expenses of Administrative Agent. For the sake purposes of clarity, this Section 12.3(a9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not impose any payment obligation on be the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4same law firm representing either or both of Administrative Agent and/or Syndication Agent). (b) The Borrower agrees to indemnify the Administrative Syndication Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Administrative Agent and each LenderBank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentcounsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee Indemnitee, as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosureany Section 1031 exchange as contemplated by Section 9.21, (ii) under any agreements creating violation by the Borrower, EQR or the Environmental Affiliates of any such Lienapplicable Environmental Law, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower, EQR or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities of Borrower or any Environmental Affiliate involving Materials of Environmental Concern, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representationenvironmental representation or warranty set forth herein, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excludingexcluding those liabilities, in each case, as to any Indemnitee, any such losses, liabilities, damages, costs and expenses or costs (a) for which such Indemnitee has been compensated pursuant to the terms of this Agreement, (b) incurred solely by reason of the gross negligence, wilful misconduct, bad faith, gross negligence faith or willful misconduct by such fraud of any Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction, (c) violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) any liability of such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the indemnification set forth in this Section 9.3(b) in favor of any director, officer, agent or employee of Administrative Agent, Syndication Agent or any Bank shall be solely in his or her respective capacity as such director, officer, agent or employee. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Obligations.

Expenses; Indemnification. (a) The Borrower shall pay within thirty (30) days after written notice from the Administrative Agent, (i) all reasonable and documented out-of-pocket costs and expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, Administrative Agent (including, without limitation, reasonable and documented fees and disbursements of special counsel Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ), in connection with the preparation, syndications and administration preparation of this Agreement, the Loan Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and Default or alleged Default hereunder, (ii) all reasonable fees and documented disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by any Agentthe Administrative Agent and each Bank, including reasonable and documented including, without limitation, fees and disbursements of counsel for the Administrative Agent and each Agentof the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys’ fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent and (B) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and expenses of Administrative Agent. For the sake purposes of clarity, this Section 12.3(a9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not impose any payment obligation on be the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4same law firm representing the Administrative Agent). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Agent and each LenderBank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentcounsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee Indemnitee, as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) any violation by the grant to Borrower or the Collateral Agent, the Lenders Environmental Affiliates of any Lien, on the Collateralapplicable Environmental Law, (iii) any Environmental Claim arising out of the exercise management, use, control, ownership or operation of property or assets by the Administrative AgentBorrower or any of the Environmental Affiliates, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under all on-site and off-site activities of Borrower or any agreements creating any such LienEnvironmental Affiliate involving Materials of Environmental Concern, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representationenvironmental representation or warranty set forth herein, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excludingexcluding those liabilities, in each case, as to any Indemnitee, any such losses, liabilities, damages, costs and expenses or costs (a) for which such Indemnitee has been compensated pursuant to the terms of this Agreement, (b) incurred solely by reason of the bad faithgross negligence, gross negligence or willful misconduct by such bad faith or fraud of any Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction, (c) arising from violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the indemnification set forth in this Section 9.3(b) in favor of any director, officer, agent or employee of Administrative Agent or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations Obligations. Without limitation of the other provisions of this Section 9.3, Borrower shall indemnify and hold each of the Administrative Agent and the resignation Banks free and harmless from and against all loss, costs (including reasonable attorneys’ fees and expenses), expenses, taxes, and damages (including consequential damages) that the Administrative Agent and the Banks may suffer or removal incur by reason of an the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA or the Code necessary in the Administrative Agent. For ’s reasonable judgment by reason of the sake inaccuracy of claritythe representations and warranties, this or a breach of the provisions, set forth in Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.44.6(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; Default and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the U.S. Bank National Association as Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “"Indemnitee”") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of separate counsel for each AgentAgent (collectively, "Damages"), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party theretothereto and whether or not involving the Borrower or any third party) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, Agent and the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, Agent or the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral Collateral, (vi) any enforcement by an Indemnitee of this Agreement, including the indemnity obligations herein, or (vivii) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s 's financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under of this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s 's obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to TaxesTaxes (other than any Taxes that represent losses or damages arising from any non-Tax claim). Notwithstanding anything to the contrary herein, the Borrower shall not be liable for any consequential, punitive, indirect or special damages or loss of profits relating to this Agreement or the Loan Documents or in respect of any Collateral or arising out of its activities in connection herewith or therewith (whether before or after the date hereof); provided that this sentence shall in no way limit or vitiate any obligations of the Borrower to indemnify the Indemnitees hereunder for any such Damages asserted against the Indemnitees by third parties. (c) Without limiting any other rights which obligation any such Person may have hereunder or under Applicable Law, the Servicer agrees to indemnify the Indemnitees forthwith on demand, from and against any and all Damages in each case arising out of or in connection with any acts or omissions of the Servicer constituting bad faith, gross negligence or willful misconduct on the part of the Servicer in connection with this Agreement, any other Loan Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), excluding, however, Damages payable to an Indemnitee (a) to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from gross negligence or willful misconduct on the part of any Indemnitees, (b) to the extent that any such liability results from a claim solely between or among Lenders and not arising out of any act or omission on the part of the Servicer and (c) resulting from the performance of the Collateral Loans. Indemnification under this Section 12.3 shall be addressed solely by survive the termination of this Agreement and the resignation or removal of any Indemnitees and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation, including the costs and expenses of enforcing this section. This Section 11.412.3 shall not apply to Taxes (other than Taxes that are damages, losses, claims and liabilities arising in connection with a non-Tax claim).

Expenses; Indemnification. Except with respect to Taxes, which are addressed in Section 2.20: (a) The Borrower Borrowers shall pay (i) all reasonable and documented reasonable, out-of-pocket costs and expenses of the AgentsAdministrative Agent and SunTrust Capital Markets, Inc., including the Custodianreasonable fees, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees charges and disbursements of counsel for the Administrative Agent and SunTrust Capital Markets, Inc., in connection with the preparationsyndication of the credit facilities provided for herein, syndications the preparation and administration of this Agreement, the Loan Documents and any documents and instruments referred to thereinamendments, and further modifications or syndications of waivers thereof (whether or not the Loans transactions contemplated in connection therewith, the administration of the Loans, any waiver or consent hereunder this Agreement or any amendment or modification hereof or any Default; and other Loan Document shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, the Issuing Bank in connection with the enforcement issuance, amendment, renewal or extension of the Loan Documents any Letter of Credit or any demand for payment thereunder and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a(iii) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, reasonable out-of-pocket costs and expenses of any kind, (including, without limitation, the reasonable and documented fees fees, charges and disbursements of outside counsel for each Agent, which may be and the allocated cost of inside counsel) incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral AgentIssuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Lenders Loans made or any Letters of their rights Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, in each case to the extent a written invoice has been provided to the Borrowers with respect thereto. (b) The Borrowers shall indemnify the Administrative Agent (and remedies any sub-agent thereof), each Lender and the Issuing Bank, each Affiliate of such Person, and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates (includingeach such Person being called an “Indemnitee”) against, without limitationand hold each Indemnitee harmless from, foreclosure) under any agreements creating and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any such Liencounsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by a Borrower arising out of, in connection with, or as a result of an investigation, litigation or proceeding arising out of (ivi) the failure execution or delivery of the Collateral Agent to have a valid and perfected Lien on this Agreement any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any other Loan Document or any document relating to any Collateral 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, (viii) any loss arising from any action Loan or inaction Letter of Credit or the use or proposed use of the Borrower proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials related to the Company’s or any of its Affiliates regarding Subsidiaries operations on or from any property owned or operated by the administration Company or any of its Subsidiaries, or any Collateral Environmental Liability related in any way to the operations of the Company or otherwise 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 a Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each caseindemnity shall not, as to any Indemnitee, any be available to the extent that such losses, liabilitiesclaims, damages, liabilities or related expenses or costs incurred (x) are determined by reason a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct by of such Indemnitee with respect to its or (y) result from a claim brought by the Borrowers against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under this Agreement any other Loan Document, if the Borrowers have obtained a final and nonappealable judgment in their favor on such claim as finally determined by a court of competent jurisdiction. The Borrower. (c) To the extent that the Borrowers fail to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be such Lender’s obligations Aggregate Exposure Percentage (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, the Borrowers shall not assert, and hereby waive, any claim against any lndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (e) All amounts due under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and Custodian, the Securities IntermediaryIntermediary and each Lender, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any AgentAgent and any Lender, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.

Expenses; Indemnification. (a) The Borrower shall Debtors agree to pay (i) on demand all reasonable costs and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel incurred by Secured Party in connection with the preparation, syndications negotiation, and administration execution of this Agreement, the Loan Documents Agreement and any documents and instruments referred to thereinall amendments, modifications, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; supplements hereto. Debtors agree to pay and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee Secured Party harmless from and against all fees and all excise, sales, stamp, and other taxes payable in connection with this Agreement or the transactions contemplated hereby. Debtors hereby indemnify Secured Party and each affiliate thereof and their respective officers, directors, employees, attorneys, and agents from, and holds each of them harmless against, any and all losses, liabilities, lossesclaims, damages, costs penalties, judgments, costs, and expenses (including attorneys' fees) to which any of any kindthem may become subject which directly or indirectly arise from or relate to (i) the negotiation, includingexecution, without limitationdelivery, the reasonable and documented fees and disbursements of counsel for each Agentperformance, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result ofadministration, or arising out ofenforcement of this Agreement or any other instrument or agreement securing, evidencing, or in relating to the Obligations or any way related to or by reason ofpart thereof, (iii) any of the transactions contemplated by the Loan Documents this Agreement or the executionany other instrument or agreement securing, delivery evidencing, or performance of any Loan Document, (ii) the grant relating to the Collateral Agent, the Lenders of Obligations or any Lien, on the Collateralpart thereof, (iii) any breach by any Debtor of any representation, warranty, covenant, or other agreement contained in this Agreement or any other instrument or agreement securing, evidencing, or relating to the exercise by the Administrative AgentObligations or any part thereof, the Collateral Agentor (iv) any investigation, the Lenders litigation, or of their rights and remedies (other proceeding, including, without limitation, foreclosure) under any agreements creating any such Lienthreatened investigation, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collaterallitigation, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document other proceeding relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower foregoing. Without limiting any provision of this Agreement or any of its Affiliates regarding the administration of any Collateral other instrument, or otherwise agreement securing, evidencing, or relating to such Collateral (other than an Obligor’s financial inability the Obligations or any part thereof, it is the express intention of the parties hereto that each person or entity to make payments with respect to be indemnified under this Section shall be indemnified from and held harmless against any such Collateral) but excluding, in each case, as to any Indemnitee, any such and all losses, liabilities, claims, damages, penalties, judgments, costs, and expenses (including attorneys' fees) arising out of or costs incurred by reason resulting from the sole or contributory negligence of the bad faith, gross negligence person or willful misconduct by such Indemnitee with respect entity to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4indemnified.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel counsel, agents and experts in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and Default hereunder (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel counsel, agents and experts for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the U.S. Bank National Association as Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel counsel, agents and experts for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, Agent and the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, Agent or the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral Collateral, (vi) any enforcement by an Indemnitee of this Agreement, including the indemnity obligations herein or (vivii) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by of such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. For the avoidance of doubt, neither the Borrower, nor the Collateral Manager or the Retention Provider on behalf of the Borrower, shall owe any indemnity payment to any Lender that is not an Affected Lender as a result of the Borrower’s failure to satisfy the Retention Requirement due to a change in law. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the removal or resignation or removal of an any Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4, other than Taxes that represent losses, liabilities, damages, expenses or costs arising from non-Tax claims. If the Borrower has made any indemnity payment pursuant to this Section 12.3 and the recipient thereof later collects any payments from others (including insurance companies) in respect of such amounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such amounts net of the recipient’s expenses in collecting such payments and only to the extent that the recipient remains fully indemnified after giving effect to such repayment to the Borrower.

Expenses; Indemnification. (a) The Borrower shall pay pay, subject to and in accordance with the Priority of Payments (except as otherwise provided herein pursuant to Section 8.2(d) and on the Initial Funding Date), (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel counsel, agents and experts in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; Default hereunder and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of one counsel for the Facility Agent, one counsel for the Document Custodian and one counsel for State Street Bank and Trust Company, as Collateral Agent, Custodian and Securities Intermediary (provided that (1) the Facility Agent shall be entitled to reimbursement for a single counsel (plus one local counsel in each applicable jurisdiction if necessary)) and (2) the Document Custodian and State Street Bank and Trust Company, as Collateral Agent, Custodian and Securities Intermediary shall be entitled to reimbursement for a single counsel (plus one local counsel in each applicable jurisdiction if necessary), in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Facility Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Intermediary, the Services Provider and each Class A-R Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindkind (but excluding the fees and expenses of its internal legal counsel and all ordinary internal costs, consisting of overhead and employee costs and expenses incurred by such Indemnitee in connection with its obligations under the Loan Documents), including, without limitation, the reasonable and documented fees and disbursements of counsel (provided that the Facility Agent shall be entitled to reimbursement for each Agenta single counsel (plus local counsel if necessary), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) and whether brought by or involving any party to the Loan Documents or any third party) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, or the enforcement of any provision hereunder or thereunder, (ii) the grant to the Collateral Agent, the Lenders Secured Parties of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or Secured Parties of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or negligence, willful misconduct by or reckless disregard of the duties of such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The amounts owed to the Indemnitees hereunder shall be payable subject to and in accordance with the Priority of Payments and the other terms of this Agreement. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agentthe Agents. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation other than Taxes that represent losses, claims, damages, etc., arising from a non-Tax claim. (c) The Borrower shall pay, and hold the Agents, the Custodian, the Collateral Administrator, the Securities Intermediary and each of the Class A-R Lenders harmless from and against, any and all present and future U.S. stamp, recording, transfer and other similar foreclosure related taxes with respect to the foregoing matters in this Section 12.3 and hold the Agents and each Class A-R Lender 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 Class A-R Lender) to pay such taxes. For the avoidance of doubt, any amounts paid pursuant to this Section 12.3(c) shall not be duplicative of amounts paid pursuant to Section 5.26 or Section 11.4. If the Borrower has made any indemnity payment pursuant to this Section 12.3 and the recipient thereof later collects any payments from others (including insurance companies) in respect of such amounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such amounts net of the recipient’s expenses in collecting such payments and only to the extent that the recipient remains fully indemnified after giving effect to such repayment to the Borrower. All payments pursuant to this Section 12.3(c) shall be addressed solely by Section 11.4subject to and in accordance with the Priority of Payments.

Expenses; Indemnification. (a) The Borrower shall pay within thirty (30) days after written notice from the Administrative Agent, (i) all reasonable and documented out-of-pocket costs and expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, Administrative Agent (including, without limitation, reasonable and documented fees and disbursements of special counsel Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP ), in connection with the preparation, syndications and administration preparation of this Agreement, the Loan Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and Default or alleged Default hereunder, (ii) all reasonable fees and documented disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by any Agentthe Administrative Agent and each Bank, including reasonable and documented including, without limitation, fees and disbursements of counsel for the Administrative Agent and each Agentof the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys’ fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent and (B) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and expenses of Administrative Agent. For the sake purposes of clarity, this Section 12.3(a9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not impose any payment obligation on be the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4same law firm representing the Administrative Agent). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Agent and each LenderBank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentcounsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee Indemnitee, as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) any violation by the grant to Borrower or the Collateral Agent, the Lenders Environmental Affiliates of any Lien, on the Collateralapplicable Environmental Law, (iii) any Environmental Claim arising out of the exercise management, use, control, ownership or operation of property or assets by the Administrative AgentBorrower or any of the Environmental Affiliates, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under all on-site and off-site activities of Borrower or any agreements creating any such LienEnvironmental Affiliate involving Materials of Environmental Concern, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representationenvironmental representation or warranty set forth herein, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excludingexcluding those liabilities, in each case, as to any Indemnitee, any such losses, liabilities, damages, costs and expenses or costs (a) for which such Indemnitee has been compensated pursuant to the terms of this Agreement, (b) incurred solely by reason of the bad faithgross negligence, gross negligence or willful misconduct by such bad faith or fraud of any Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction, (c) arising from violations of Environmental Laws relating to a Property which are caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the indemnification set forth in this Section 9.3(b) in favor of any director, officer, agent or employee of Administrative Agent or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations Obligations. Without limitation of the other provisions of this Section 9.3, Borrower shall indemnify and hold each of the Administrative Agent and the resignation Banks free and harmless from and against all loss, costs (including reasonable attorneys’ fees and expenses), expenses, taxes, and damages (including consequential damages) that the Administrative Agent and the Banks may suffer or removal incur by reason of an the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA or the Code necessary in the Administrative Agent. For ’s reasonable judgment by reason of the sake inaccuracy of claritythe representations and warranties, this or a breach of the provisions, set forth in Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.44.6(b).

Expenses; Indemnification. (a) The Borrower shall agrees to pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian Lead Arranger and the Securities IntermediaryArrangers, including, without limitation, reasonable and documented in the case of fees and disbursements of legal counsel, the reasonable fees and disbursements only of special New York counsel for the Agents, in connection with the preparation, syndications preparation and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the LoansDocuments, any waiver or consent hereunder thereunder or any amendment or modification hereof thereof or any Default; Default or alleged Default hereunder and (ii) if an Event of Default has occurred and is continuing, all reasonable and documented out-of-pocket expenses incurred by any Agenteach Agent and Bank, including (without duplication) the reasonable and documented fees and disbursements of outside counsel for each Agentand the allocated cost of inside counsel, in connection with the enforcement such Event of the Loan Documents Default and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on provided that it is understood that the Borrower shall not, in respect of the legal expenses of the Banks in connection with respect any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one law firm (in addition to Taxes, which obligation any local counsel) for all Banks designated by the Administrative Agent and that all such fees and expenses shall be addressed solely by Section 11.4reimbursed as they are incurred. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary each Agent and each LenderBank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “Indemnitee”"INDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentcounsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against brought or incurred by any Indemnitee as a result of, threatened relating to or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document this Agreement or any document relating actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to be indemnified hereunder for such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, 's own gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4misconduct.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket costs and expenses of the AgentsAdministrative Agent and its Affiliates, including the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agentfees, including reasonable and documented fees charges and disbursements of counsel for each Agentthe Administrative Agent and its Affiliates, in connection with the enforcement syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (provided, that reimbursement of legal expenses shall be limited to the instruments referred expenses of one counsel to therein the Administrative Agent and such collectionits Affiliates taken as a whole and, bankruptcyif reasonably necessary, insolvency one local counsel in any relevant and material jurisdiction), and (ii) all out-of-pocket costs and expenses (including, without limitation, the fees, charges and disbursements of outside counsel (provided, that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Administrative Agent and the Lenders taken as a whole and, if reasonably necessary, one local counsel in any relevant and material jurisdiction)) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other enforcement proceedings resulting therefrom. For the sake of clarityLoan Documents, including its rights under this Section 12.3(a) shall not impose 10.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any payment obligation on the Borrower with workout, restructuring or negotiations in respect to Taxes, which obligation shall be addressed solely by Section 11.4of such Loans. (b) The Borrower agrees to Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees each Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee (provided, that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Indemnitees taken as a whole, and, solely in the case of a conflict of interest, one additional counsel to the affected Indemnitees taken as a whole, and, if reasonably necessary, one local counsel in any relevant and material jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party 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, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, or any Environmental Liability of the Borrowers or any of their 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 Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) 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, (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) relate to the presence or Release of Hazardous Materials or any violation of Environmental Laws that first occurs at any property after such property is transferred to an Indemnitee by means of foreclosure, deed-in-lieu of foreclosure or similar transfer, and is not an Environmental Liability of the Borrowers or any of their Subsidiaries. (c) The Borrowers shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilitiesliabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrowers fail to pay any amount required to be paid to the Administrative Agent under clauses (a), losses(b) or (c) hereof, damages, costs and expenses of any kind, including, without limitation, each Lender severally agrees to pay to the reasonable and documented fees and disbursements of counsel for each Administrative Agent, which such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be be, was incurred by such Indemnitee or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, this Agreement, any other Loan Document or arising out ofany agreement or instrument contemplated hereby or thereby, or in any way related to or by reason of, (i) any of the transactions contemplated herein or therein, any Loan or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) 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 execution, delivery transactions contemplated hereby or performance of any Loan Document, thereby. (iif) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations All amounts due under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation 10.3 shall be addressed solely by Section 11.4payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Collateral Custodian and the Securities IntermediaryIntermediary (subject to the cap (if any) set forth in the related engagement letters with such parties and the Borrower), including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; provided that such reimbursement under this subclause (a)(i) of fees and disbursements of counsel to the Administrative Agent incurred up to and including the Closing Date shall be subject to the limitation on fees and disbursements of outside counsel to the Administrative Agent set forth in the Engagement Letter, and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent (plus one local counsel in each applicable jurisdiction for each Agent), in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Collateral Custodian, the Bank as Securities Intermediary Intermediary, the Subordinated Note Registrar and each LenderLender (and after the Loan Payoff Date, the Subordinated Noteholders), their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent (plus one local counsel in each applicable jurisdiction for each Agent), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party theretothereto and whether brought by or involving any party to the Loan Documents or any third party) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan DocumentDocument or the enforcement of any provisions hereunder or thereunder, (ii) the grant to the Collateral Agent, Agent or the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, Secured Parties or the Collateral Agent, the Lenders Subordinated Noteholders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. Further, if the Borrower has made any indemnity payment pursuant to this Section 12.3(b) and the recipient thereof later collects any payments from others (including insurance companies, if applicable) which directly reimburses the recipient for the claims or losses subject to the indemnity payments, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such claim or loss net of the recipient’s expenses in collecting such payments and only to the extent that the recipient remains fully indemnified after giving effect to such repayment to the Borrower. For the avoidance of doubt, the foregoing shall not impose any obligation on any Indemnitee to undertake collection efforts in respect of claims or losses for which it has been indemnified hereunder. Indemnification under this Section 12.3(c) shall survive the termination of this Agreement and the resignation or removal of any Indemnitees and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation.

Expenses; Indemnification. (a) The Borrower shall Credit Parties jointly and severally agree to pay (i) on demand all reasonable costs and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian Administrative Agent and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel NMS in connection with the negotiation, syndication, preparation, syndications execution, delivery, administration, modification, and administration amendment of this Credit Agreement, the Loan Documents and any documents and instruments referred to thereinother Credit Documents, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred other documents to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kinddelivered hereunder, including, without limitation, the reasonable and documented fees and disbursements expenses of counsel for each the Administrative Agent (including the cost of internal counsel) with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Credit Documents. The Credit Parties further 101 107 jointly and severally agree to pay on demand all costs and expenses of the Administrative Agent, which may be incurred by such Indemnitee in connection with NMS and the Lenders, if any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following reasonable attorneys' fees and expenses and the payment cost of the Obligations) be imposed oninternal counsel), asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, connection with (i) any the enforcement (whether through negotiations, legal proceedings, or otherwise) of the transactions contemplated by Credit Documents and the Loan Documents or the execution, delivery or performance of any Loan Documentother documents to be delivered hereunder, (ii) the grant to the Collateral Agent, the Lenders any bankruptcy or insolvency proceeding of a Credit Party or any Lien, on the Collateral, of its Subsidiaries and (iii) upon the exercise by occurrence and during the continuance of an Event of Default, any work-out, renegotiation or restructuring of the Credit Facilities relating to the performance of the Credit Parties under the Credit Documents. (b) The Credit Parties jointly and severally agree to indemnify and hold harmless the Administrative Agent, the Collateral Agent, the Lenders or NMS and each Lender and each of their rights Affiliates and remedies their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, foreclosurereasonable attorneys' fees) under that may be incurred by or asserted or awarded against any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excludingIndemnified Party, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses case arising out of or costs incurred in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the bad faithCredit Documents, gross negligence any of the transactions contemplated herein or willful misconduct by the actual or proposed use of the proceeds of the Loans, except to the extent such Indemnitee with respect to its obligations under this Agreement as finally determined claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any of the Credit Parties, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower’s Credit Parties agree not to assert any claim against the Administrative Agent, NMS, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. (c) Without prejudice to the survival of any other agreement of the Credit Parties hereunder, the agreements and obligations under of the Credit Parties contained in this Section 12.3 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Commitments hereunder.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, Administrative Agent (including, without limitation, reasonable and documented fees and disbursements of counsel to the Administrative Agent), in connection with the preparation, syndications preparation and administration of this Agreement, the Loan Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration syndication of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and Default hereunder, (ii) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of each Fronting Bank relating to Letters of Credit as from time to time in effect and (iii) if an Event of Default occurs, all reasonable and documented out-of-of- pocket expenses incurred by any Agentthe Administrative Agent and each Bank, including including, without limitation, reasonable and documented fees and disbursements of counsel for the Administrative Agent and each AgentBank, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) including all such expenses incurred during any workout or restructuring; provided, however, that in no event shall not impose any payment obligation on the Borrower with respect be required to Taxes, which obligation shall be addressed solely by Section 11.4pay for the attorneys’ fees and disbursements of more than one counsel to the Administrative Agent and the Banks unless there is a legal conflict of interest. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral AgentFronting Banks, and each Bank, the Collateral AdministratorJoint Lead Arrangers, the Custodian, the Document Custodian, the Securities Intermediary and each LenderSustainability Structuring Agents, their respective affiliates Affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and related expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentand settlements and settlement costs, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan DocumentDocument (including, without limitation, any Loan or Letter of Credit and the Borrower’s actual or proposed use of proceeds of the Loans and Letters of Credit, whether or not in compliance with the provisions hereof), (ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Material of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to the Collateral Agent, Administrative Agent and the Lenders Banks of any Lien, on Lien in any property or assets of the CollateralBorrower or any stock or other equity interest in the Borrower, (iiivi) the exercise by the Administrative Agent, Agent and the Collateral Agent, the Lenders or Banks of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (ivvii) any action taken in connection with this Agreement, including, but not limited to, the failure payment of principal, interest and fees and (viii) any investigative, administrative or judicial proceeding relating to the Collateral Agent to have foregoing (whether or not such Indemnitee shall be designated a valid party thereto) and perfected Lien on any Collateral, (v) a breach whether or not brought by the Borrower of any representationBorrower, warranty or covenant contained in any Loan Document the General Partner or any document relating to any Collateral or (vi) any loss arising from any action or inaction Affiliate of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, excluding in each case, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses expenses, obligations, penalties, actions, judgments, suits, costs or costs disbursements incurred solely by reason of (w) the bad faith, gross negligence or willful misconduct by of such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction, (x) any investigative, administrative or judicial proceeding imposed or asserted against any Indemnitee by any bank regulatory agency or by any equity holder of such Indemnitee, (y) a claim brought by the Borrower against an Indemnitee for material breach in bad faith of such Indemnitee’s funding obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) a claim not involving an act or omission of the Borrower or the General Partner or any of their subsidiaries and that is brought by an Indemnitee against another Indemnitee (other than against a Joint Bookrunner, a Joint Lead Arranger, the Administrative Agent or a Sustainability Structuring Agent in their capacities as such). The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an AgentObligations. For the sake of clarity, this This Section 12.3(b9.3(b) shall not impose any indemnification or similar obligation on the Borrower apply with respect to TaxesTaxes other than any Taxes that represent losses, which obligation shall be addressed solely by Section 11.4claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Borrower shall agrees to pay (i) on demand all reasonable costs and documented out-of-pocket expenses of the AgentsAdministrative Agent in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the Custodianother Credit Documents, the Document Custodian and the Securities Intermediaryother documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agentthe Administrative Agent (including the cost of internal counsel) with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Credit Documents. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Credit Documents and the instruments referred other documents to therein be delivered thereunder. The Borrower further agrees to permit the Administrative Agent to perform inventory and accounts receivable field audits at the Borrower's expense (not to exceed $650 per day plus out-of-pocket expenses), provided that unless a Default shall then be in existence the Borrower's obligation to reimburse the Administrative Agent for such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation field audits shall be addressed solely by Section 11.4limited to one such field audit each fiscal year. (b) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Agent and each Lender, Lender and each of their Affiliates and their respective affiliates and the respective officers, directors, officersemployees, agents agents, and employees of the foregoing advisors (each, an “Indemnitee”"Indemnified Party") and hold each Indemnitee harmless from and against any and all liabilitiesclaims, damages, losses, damagesliabilities, costs penalties, actions, judgment, suits, costs, disbursements and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligationsreasonable attorneys' fees) that may be imposed on, asserted against or incurred by or asserted or awarded against any Indemnitee as a result ofIndemnified Party, or in each case arising out of, of or in any way related to connection with or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under in connection with any agreements creating any such Lieninvestigation, (ivlitigation, or proceeding or preparation of defense in connection therewith) the failure Credit Documents, any of the Collateral Agent to have a valid and perfected Lien on transactions contemplated thereby, any Collateral, (v) a breach action taken or omitted by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating Indemnified Party pursuant to any Collateral Credit Document, or (vi) any loss arising from any action the actual or inaction proposed use of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason proceeds of the bad faithLoans, gross negligence except to the extent such claim, damage, loss, liability, cost, or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any of the Credit Parties, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower’s Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisors, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. (c) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations under of the Borrower contained in this Section 12.3 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Commitments hereunder.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”Indemnitee ””) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Collateral Administrator, the Collateral Custodian and the Securities Intermediary, including, without limitation, (but limited, in the case of legal fees and expenses, to) the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and one outside counsel for the Collateral Agent, the Custodian, the Collateral Custodian, the Securities Intermediary and the Collateral Administrator (plus, if necessary, one additional local counsel for each of the Administrative Agent and, collectively, the Collateral Agent, the Custodian, the Collateral Custodian, the Securities Intermediary and the Collateral Administrator) in connection with the preparation, review, negotiation, reproduction, execution, delivery, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For , including costs and expenses incurred by the sake Collateral Agent, the Collateral Custodian, the Collateral Administrator, the Securities Intermediary or the Custodian in connection with the preservation, collection, foreclosure or enforcement of claritythe Collateral subject to the Loan Documents or any interest, right, power or remedy of the Collateral Agent, the Collateral Custodian, the Collateral Administrator, the Securities Intermediary or the Custodian 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 and documented fees and disbursements of attorneys (subject to the limitations set forth in the first sentence of this Section 12.3(a) shall not impose any payment obligation on clause (a)), accountants, auditors, consultants, appraisers and other professionals engaged by the Borrower with respect to TaxesCollateral Agent, which obligation shall be addressed solely by Section 11.4the Collateral Custodian, the Securities Intermediary, the Custodian or the Collateral Administrator. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Collateral Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “"Indemnitee”") and hold each Indemnitee harmless from and against any and all liabilitiesLiabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each AgentAgent (limited, solely in the case of Liabilities owing to the Administrative Agent in respect of attorney's fees and expenses, to the reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each applicable jurisdiction), which may be incurred by or asserted or awarded against such Indemnitee arising out of or in connection or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Loan Document, any Related Contract or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including (but not limited to) any such Liability that is incurred or arises out of or in connection with, or by reason of any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s 's financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented (in the case of legal expenses, in summary form), out-of-pocket costs and expenses of the Agents, the Custodian, the Document Custodian Administrative Agent and the Securities IntermediaryLenders, including, without limitation, including the reasonable and documented (in summary form) fees and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the preparationsyndication of the credit facilities provided for herein, syndications the preparation and administration of this Agreement, the Loan Documents and any documents and instruments referred to thereinamendments, and further modifications or syndications of waivers thereof (whether or not the Loans transactions contemplated in connection therewith, the administration of the Loans, any waiver or consent hereunder this Agreement or any amendment or modification hereof or any Default; other Loan Document shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, (including, without limitation, the reasonable and documented (in summary form) fees and disbursements of counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights and remedies under this Section, or in connection with the Term Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided, that, notwithstanding the foregoing, legal expenses under this clause (a) shall be limited to one firm of outside counsel for the Administrative Agent and one firm of outside counsel for the Lenders (or, in the case of clause (a)(ii), one additional firm of outside counsel for the AIMCo Lender, subject to its sole discretion), taken as a whole and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Secured Parties, taken as a whole (and, in the case of clause (a)(ii), solely in the case of an actual or perceived conflict of interest where a Secured Party affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, of one other firm of counsel for each Agentgroup of similarly situated affected Secured Parties). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), which may be incurred by each Lender and each Related Party (other than any financing sources) of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and promptly reimburse such Indemnitee for, any and all losses, claims, damages, penalties, liabilities or other expenses (including the reasonable and documented (in connection with summary form) fees and disbursements of any investigativecounsel for any Indemnitee), administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, or arising out of, or in any way related to or by reason 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 by the Loan Documents hereby or the execution, delivery or performance of any Loan Documentthereby, (ii) any Loan or the grant to use or proposed use of the Collateral Agent, the Lenders of any Lien, on the Collateralproceeds therefrom, (iii) the exercise any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Administrative AgentHoldings or any of its Subsidiaries, the Collateral Agent, the Lenders or any Environmental Liability related in any way to Holdings or any of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, its Subsidiaries or (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateralactual or prospective claim, (v) a breach by the Borrower of any representationlitigation, warranty investigation or covenant contained in any Loan Document or any document proceeding relating to any Collateral of the foregoing, whether based on contract, tort or (vi) any loss arising from any action other theory, whether brought by a third party or inaction of by the Borrower or any other Loan Party, and regardless of its Affiliates regarding the administration of whether any Collateral or otherwise relating to Indemnitee is a party thereto; provided that such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each caseindemnity shall not, as to any Indemnitee, any be available to the extent that such losses, liabilitiesclaims, damages, penalties, liabilities or related expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally (x) are determined by a court of competent jurisdiction. The Borrowerjurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) other than in the case of the Administrative Agent and its Related Parties (other than any financing sources), arise from a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) result from disputes (not involving any act or omission by Holdings or its Subsidiaries or their Affiliates) solely among the Indemnitees for actions by one or more of the Indemnitees, other than claims against the Administrative Agent in such capacity fulfilling its agency role under the Loan Documents; provided that notwithstanding the foregoing, legal expenses under this clause (b) shall be limited to one firm of outside counsel for the Administrative Agent and one firm of outside counsel for all other Indemnitees, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of clause (ii), solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, of one other firm of counsel for each group of similarly situated affected Indemnitees). This clause (b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, liabilities and related expenses arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under subsection (a) or (b) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share of such unpaid amount; provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (d) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof; provided that nothing in this clause (d) shall relieve the Borrower of any obligation it may have under clause (b) above to indemnify any Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e) All amounts due under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4payable promptly, but in any event within ten (10) Business Days, after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of 156156 the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket costs and expenses of the AgentsAdministrative Agent and its Affiliates, including the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agentfees, including reasonable and documented fees charges and disbursements of counsel for each Agentthe Administrative Agent and its Affiliates, in connection with syndication of the credit facilities provided for 98 herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Administrative Agent and its Affiliates taken as a whole and, if reasonably necessary, one local counsel in any relevant and material jurisdiction), and (ii) all out-of-pocket costs and expenses (including, without limitation, the fees, charges and disbursements of outside counsel (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Administrative Agent and its Affiliates and the Lenders taken as a whole and, if reasonably necessary, one local counsel in any relevant and material jurisdiction)) incurred by the Administrative Agent and its Affiliates or any Lender in connection with the enforcement or protection of the Loan Documents its rights in connection with this Agreement and the instruments referred to therein and such collectionother Loan Documents, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, including its rights under this Section 12.3(a) shall not impose 11.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any payment obligation on the Borrower with workout, restructuring or negotiations in respect to Taxes, which obligation shall be addressed solely by Section 11.4of such Loans. (b) The Borrower agrees to Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary each Lender and each Lender, their respective affiliates and the respective directors, officers, agents and employees Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from and against from, any and all liabilitieslosses, lossesclaims, damages, costs liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Indemnitees taken as a whole, and, solely in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnitees taken as a whole, and, if reasonably necessary, one local counsel in any kindrelevant and material jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party 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 (including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with Indemnitee’s reliance on any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out ofCommunication executed using an Electronic Signature, or in any way related to the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or by reason of, (i) any thereunder or the consummation of the transactions contemplated by the Loan Documents hereby or the execution, delivery or performance of any Loan Documentthereby, (ii) any Loan or the grant to use or proposed use of the Collateral Agent, the Lenders of any Lien, on the Collateralproceeds therefrom, (iii) the exercise use by the Administrative Agent, the Collateral Agent, the Lenders any Person of any information or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lienmaterials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the failure Borrowers or any of their Subsidiaries, or any Environmental Liability of the Collateral Agent to have a valid and perfected Lien on Borrowers or any Collateralof their Subsidiaries, or (v) a breach by the Borrower of any representationactual or prospective claim, warranty litigation, investigation or covenant contained in any Loan Document or any document proceeding relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of its Affiliates regarding the administration of whether any Collateral or otherwise relating to Indemnitee is a party thereto; provided that such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each caseindemnity shall not, as to any Indemnitee, any be available to the extent that such losses, liabilitiesclaims, damages, liabilities or related expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally (x) are determined by a court of competent jurisdiction. The Borrowerjurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) relate to the presence or Release of Hazardous Materials or any violation of Environmental Laws that first occurs at any property 99 after such property is transferred to an Indemnitee by means of foreclosure, deed-in-lieu of foreclosure or similar transfer, and is not an Environmental Liability of the Borrowers or any of their Subsidiaries. Clause (b) of this Section 11.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) [RESERVED]. (d) To the extent that the Borrowers fail to pay any amount required to be paid to the Administrative Agent or any Related Party of any of the foregoing, under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent or such Related Party as applicable, such ▇▇▇▇▇▇’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or the use of proceeds thereof. No Indemnitee referred to in clause (b) 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 such liability is determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence, willful misconduct or bad faith. (f) All amounts due under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation 11.3 shall be addressed solely by Section 11.4payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall Credit Parties jointly and severally agree to pay (i) within 30 days upon presentation of an invoice all reasonable costs and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel Administrative Agent in connection with the syndication, preparation, syndications execution, delivery, administration, modification, and administration amendment of this Credit Agreement, the Loan Documents and any documents and instruments referred to thereinother Credit Documents, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred other documents to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kinddelivered hereunder, including, without limitation, the reasonable and documented fees and disbursements expenses of counsel for each Agentthe Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Credit Documents. The Credit Parties further jointly and severally agree to pay within 30 days upon presentation of an invoice all reasonable costs and expenses of the Administrative Agent and the Banks, which may be incurred by such Indemnitee if any (including, without limitation, reasonable attorneys' fees and expenses), in connection with any investigative, administrative or judicial proceeding the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Credit Documents and the other documents to be delivered thereunder. (b) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, save and hold harmless each Agent-Related Person, each Bank and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and against: (a) any and all claims, demands, actions or ----------- causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent or any Bank) relating directly or indirectly to a claim, demand, action or cause of action that such Indemnitee shall be designated a party theretoPerson asserts or may assert against any Credit Party, any Affiliate of any Credit Party or any of their respective officers or directors; (b) any and all claims, demands, actions or causes of action that may at any time (including, without limitation, including at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment repayment of the Obligations and the resignation or removal of the Administrative Agent or the replacement of any Bank) be asserted or imposed against any Indemnitee, arising out of or relating to, the Credit Documents, any predecessor Credit Documents, the Commitments, the use or contemplated use of the proceeds of any Extension of Credit, or the relationship of any Credit Party, the Administrative Agent and the Banks under this Credit Agreement or any other Credit Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including reasonable fees and costs of counsel) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an AgentIndemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified ----------- Liabilities"); provided that no Indemnitee shall be entitled to indemnification ----------- -------- for any claim caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. For the sake of clarity, The agreements in this Section 12.3(bshall survive the termination of the Commitments and repayment of all the other Obligations. (c) Without prejudice to the survival of any other agreement of the Credit Parties hereunder, the agreements and obligations of the Credit Parties contained in this Section 11.5 shall not impose any indemnification or similar obligation on survive the Borrower with respect to Taxesrepayment of the Loans, which obligation shall be addressed solely by Section 11.4LOC Obligations and other obligations under the Credit Documents and the termination of the Commitments hereunder.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses of the Agents, the Custodian, the Document Custodian Lead Agent and the Securities Intermediary, including, without limitation, Managing Co-Agent (including reasonable and documented fees and disbursements of special counsel Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇, in connection with the preparation, syndications and administration preparation of this Agreement, the Loan Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by any Agentthe Lead Agent and each Bank, including reasonable and documented fees and disbursements of counsel for the Lead Agent and each Agentof the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Managing Co-Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Lead Agent and each LenderBank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “"Indemnitee”") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentcounsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee but excluding those liabilities, losses, damages, costs and expenses incurred solely by reason of the gross negligence or wilful misconduct of any Indemnitee as finally determined by a court of competent jurisdiction, as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Materials of Environmental 102 104 Concern, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to the Collateral Lead Agent, the Lenders Managing Co-Agent, and the Banks of any LienLien in any property or assets of the Borrower or any stock or other equity interest in the Borrower, on the Collateral, and (iiivi) the exercise by the Administrative Lead Agent, the Collateral Managing Co-Agent, and the Lenders or Banks of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s 's obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Obligations.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of one counsel for the Administrative Agent and one counsel for U.S. Bank Trust Company, National Association and U.S. Bank National Association, as Collateral Agent, Custodian and Securities Intermediary (provided that (1) the Administrative Agent shall be entitled to reimbursement for a single counsel (plus one local counsel in each applicable jurisdiction if necessary)) and (2) U.S. Bank Trust Company, National Association and U.S. Bank National Association, as Collateral Agent, Custodian, Collateral Administrator and Securities Intermediary shall be entitled to reimbursement for a single counsel (plus one local counsel in each applicable jurisdiction if necessary), in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower Borrowers with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Each Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “"Indemnitee”") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindkind (but excluding the fees and expenses of its internal legal counsel and all ordinary internal costs, consisting of overhead and employee costs and expenses incurred by such Indemnitee in connection with its obligations under the Loan Documents), including, without limitation, the reasonable and documented fees and disbursements of counsel of each Agent (provided that (1) the Administrative Agent shall be entitled to reimbursement for a single counsel (plus local counsel if necessary) and (2) U.S. Bank Trust Company, National Association and U.S. Bank National Association, as Collateral Agent, Custodian, Collateral Administrator and Securities Intermediary shall be entitled to reimbursement for a single counsel (plus local counsel if necessary), including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.or

Expenses; Indemnification. 10.6.1 The Company agrees (a) The Borrower shall to pay (i) or reimburse the Administrative Agent for all reasonable costs and documented out-of-pocket expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification requested by the Company of the Agentsprovisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated); provided that all costs and expenses incurred in connection with any amendment, waiver, consent or other modification requested by the Custodian, Administrative Agent or a Bank of the Document Custodian provisions of this Agreement and the Securities Intermediary, other Loan Documents shall be paid by the Administrative Agent or such Bank (including, without limitation, reasonable the costs and documented fees expenses incurred by the Borrower) (whether or not the transactions contemplated thereby are consummated), and disbursements the consummation and administration of counsel the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and each Bank for all costs and expenses incurred in connection with the preparationenforcement, syndications and administration attempted enforcement, or preservation of any rights or remedies under this Agreement, Agreement or the other Loan Documents (including all such costs #184122093_7 and expenses incurred during any documents “workout” or restructuring in respect of the Obligations and instruments referred to thereinduring any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, Bank. All amounts due under this Section 10.6 shall be payable within ten (10) Business Days after demand therefor. The agreements in connection with this Section 10.6 shall survive the enforcement termination of the Loan Documents Commitments and repayment of all other Obligations. 10.6.2 Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify and hold harmless each Administrative Agent-Related Person, each Bank and their respective Affiliates, and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, employees, counsel, agents and employees attorneys-in-fact of each of the foregoing (eachcollectively, an the “IndemniteeIndemnitees”) and hold each Indemnitee harmless from and against any and all liabilities, obligations, losses, damages, costs penalties, claims, demands, actions, judgments, suits, costs, expenses and expenses disbursements (including Attorney Costs) of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, kind or nature whatsoever which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred by or asserted against or incurred by any such Indemnitee as a result of, in any way relating to or arising out of, of or in any way related to or by reason of, connection with (ia) any of the transactions contemplated by the Loan Documents or the execution, delivery delivery, enforcement, performance or performance administration of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower foregoing, whether based on contract, tort or any of its Affiliates regarding the administration other theory (including any investigation of, preparation for, or defense of any Collateral pending or otherwise relating to threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each caseindemnity shall not, as to any Indemnitee, any be available to the extent that such liabilities, obligations, losses, liabilities, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally disbursements are determined by a court of competent jurisdictionjurisdiction by final and non-appealable judgment to have resulted from (a) the gross negligence, bad faith, material breach of the Loan Documents or willful misconduct of such Indemnitee or any of its Affiliates, (b) a dispute among the Indemnitees not arising from a Default (other than a dispute involving a claim against an Indemnitee for its acts or omissions in its capacity as an arranger, bookrunner, agent or similar role in respect of the credit facility evidenced by the Agreement), except with respect to this clause (b), to the extent such acts or omissions are determined by a court of competent jurisdiction by final and non-appealable judgment to have constituted the gross negligence, bad faith, material breach of the Loan Documents or willful misconduct of such Indemnitee in such capacity or (c) such Indemnitee’s or any of its Affiliates’ material breach of the Loan Documents. The BorrowerNo Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, electronic telecommunications, or other similar information transmission systems in connection with this Agreement. No Indemnitee or any other party herein shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date); provided, that nothing in this Section 10.6 shall limit the Company’s indemnity obligations set forth in this Agreement with respect to any special, indirect, consequential or punitive damages included in any third party claim in connection with which an Indemnitee is entitled to indemnification hereunder. All amounts due under this Section 12.3 10.6 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 10.6 shall survive the resignation of the Administrative Agent, the replacement of any Bank, the termination of this Agreement the Commitments and the payment repayment, satisfaction or discharge of all the Obligations and the resignation or removal of an Agentother Obligations. For the sake of clarity, this This Section 12.3(b) 10.6.2 shall not impose any indemnification or similar obligation on the Borrower apply with respect to TaxesTaxes other than any Taxes that represent losses, which obligation shall be addressed solely by Section 11.4.claims, damages, etc. arising from any non-Tax claim. #184122093_7

Expenses; Indemnification. (a) The Borrower shall pay (i) agrees to reimburse Administrative Agent and Sustainability Structuring Agent on demand for all reasonable and documented out-of-pocket expenses of the Agentscosts, the Custodianexpenses, the Document Custodian and the Securities Intermediary, charges (including, without limitation, all reasonable and documented fees and disbursements charges of counsel engineers, appraisers and external legal counsel) incurred by Administrative Agent or Sustainability Structuring Agent in connection with the preparationLoans and to reimburse each of the Banks for reasonable out-of-pocket legal costs, syndications expenses and administration charges incurred by each of the Banks in connection with the performance or enforcement of this Agreement, the Notes, or any other Loan Documents Documents; provided, however, that (i) Borrower is not responsible for costs, expenses and any documents and instruments referred to therein, and further modifications charges incurred by the Bank Parties in connection with the administration or syndications syndication of the Loans in connection therewith, the (other than any administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; fee payable to Administrative Agent) and (ii) all reasonable any such legal costs, expenses and documented out-of-pocket expenses incurred by any charges shall be limited to (A) one external counsel for Administrative Agent or Sustainability Structuring Agent, including reasonable and documented fees and disbursements of (B) one external counsel for each Agentall other Banks (and, solely in connection with the enforcement case of the Loan Documents and the instruments referred to therein a conflict of interest, additional conflicts counsel), (C) and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromlocal or foreign counsel of Administrative Agent or Sustainability Structuring Agent as may be necessary under the circumstances. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower ▇▇▇▇▇▇▇▇ agrees to indemnify Administrative Agent the Administrative Sustainability Structuring Agent, the Collateral AgentLead Arrangers, the Collateral Administratoreach Fronting Bank, the Custodianeach Bank, the Document Custodian, the Securities Intermediary and each Lender, of their respective affiliates Affiliates and the respective directors, officers, employees and agents and employees of the foregoing (each, each an “IndemniteeIndemnified Party”) from, and hold each Indemnitee of them harmless from and against against, any and all losses, liabilities, lossesclaims, damagesdamages or expenses incurred by any of them arising out of or by reason of (w) any claims by brokers due to acts or omissions by ▇▇▇▇▇▇▇▇, costs and expenses (x) any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of any kindthe proceeds of the Loans or the use of Letters of Credit, including, including without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigativesuch investigation or litigation or other proceedings, administrative (y) any actual or judicial proceeding (whether alleged presence or not such Indemnitee shall be designated a party thereto) that may at release of Hazardous Materials on or from any time (including, without limitation, at property owned or operated by Borrower or any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result ofSubsidiary, or arising out of, or any Environmental Claim related in any way related to Borrower or any Subsidiary or (z) third party claims or actions against any Indemnified Party relating to or by reason of, (i) arising from this Agreement or any of other Loan Document and the transactions contemplated by pursuant to this Agreement or and the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excludingDocuments, in the case of each caseof clauses (w) through (z), as to any Indemniteeregardless of whether an Indemnified Party is only a third party thereto; provided, however, that such indemnification shall exclude any such losses, liabilities, damagesclaims, damages or expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect of the person to its obligations under this Agreement be indemnified as finally determined by a final and non-appealable judgment of a court of competent jurisdiction. The Borrower’s obligations of Borrower under this Section 12.3 shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments. No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement and or the payment of other Loan Documents or the Obligations and the resignation transactions contemplated hereby or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4thereby.

Expenses; Indemnification. (a) Section 12.3.1 The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of one counsel for the Administrative Agent and one counsel for U.S. Bank Trust Company, National Association and U.S. Bank National Association, as Collateral Agent, Custodian and Securities Intermediary (provided that (1) the Administrative Agent shall be entitled to reimbursement for a single counsel (plus one local counsel in each applicable jurisdiction if necessary)) and (2) U.S. Bank Trust Company, National Association and U.S. Bank National Association, as Collateral Agent, Custodian, Collateral Administrator and Securities Intermediary shall be entitled to reimbursement for a single counsel (plus one local counsel in each applicable jurisdiction if necessary), in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) Section 12.3.2 The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “"Indemnitee”") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindkind (but excluding the fees and expenses of its internal legal counsel and all ordinary internal costs, consisting of overhead and employee costs and expenses incurred by such Indemnitee in connection with its obligations under the Loan Documents), including, without limitation, the reasonable and documented fees and disbursements of counsel of each Agent (provided that (1) the Administrative Agent shall be entitled to reimbursement for a single counsel (plus local counsel if necessary) and (2) U.S. Bank Trust Company, National Association and U.S. Bank National Association, as Collateral Agent, Custodian, Collateral Administrator and Securities Intermediary shall be entitled to reimbursement for a single counsel (plus local counsel if necessary), including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party theretothereto and whether or not involving the Borrower or any third party) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral Collateral, (vi) any enforcement by an Indemnitee of this Agreement, including the indemnity obligations herein, or (vivii) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s 's financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The amounts owed to the Indemnitees hereunder shall be payable subject to and in accordance with the Priority of Payments and the other terms of this Agreement. The Borrower’s 's obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.

Expenses; Indemnification. a. The Company and Holdings agree to pay on demand all expenses incurred by Fenway and Fenway Partners Capital Fund, L.P. (athe "Fenway Fund") The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agentsin connection with this Agreement, the Custodian, the Document Custodian Acquisition and the Securities Intermediary, including, without limitation, reasonable such other transactions and documented fees and disbursements of counsel all operations hereunder or otherwise incurred in connection with the Acquisition or the Company or Holdings, including but not limited to: (i) the fees and disbursements of: (1) Ropes & ▇▇▇▇, special counsel to Fenway and the Fenway Fund, (2) Ernst & Young, accountant to Fenway and the Fenway Fund, and (3) any other consultants or advisors retained by Fenway, the Fenway Fund or either of the parties identified in clauses (1) and (2) above arising in connection therewith (including but not limited to the preparation, syndications negotiation and administration execution of this AgreementAgreement and any other agreement executed in connection herewith or in connection with the Acquisition, the Loan Documents Senior Financing or the consummation of the other transactions contemplated thereby (and any documents and instruments referred to thereinall amendments, modifications, restructurings and waivers, and further modifications exercises and preservations of rights and remedies hereunder or syndications thereunder) and the operations of the Loans in connection therewithCompany, the administration Holdings and any of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Defaulttheir subsidiaries); and and (ii) all reasonable and documented any out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, Fenway in connection with the enforcement provision of services hereunder or the attendance at any meeting of the Loan Documents board of directors (or any committee thereof) of the Company, Holdings or any of their affiliates. b. The Company and Holdings hereby agree to indemnify, exonerate and hold each of Fenway, and the instruments referred to therein and such collectionFenway Fund, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, of their respective affiliates and the respective partners, shareholders, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (eachcollectively, an “Indemnitee”the "Indemnitees") free and hold each Indemnitee harmless from and against any and all liabilitiesactions, causes of action, suits, losses, liabilities and damages, costs and expenses of any kindin connection therewith, including, including without limitation, the limitation reasonable and documented attorneys' fees and disbursements of counsel for each Agent(collectively, which may be the "Indemnified Liabilities"), incurred by such Indemnitee in connection with the Indemnitees or any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee them as a result of, or arising out of, or in any way related relating to the Acquisition, the execution, delivery, performance, enforcement or by reason of, (i) any existence of this Agreement or the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, hereby (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating including but not limited to any Collateral indemnification obligations assumed or (vi) incurred by any loss arising from any action Indemnitee to or inaction on behalf of the Borrower Seller, or any of its Affiliates regarding the administration of any Collateral accountants or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to representatives, agents or affiliates) except for any such Collateral) but excluding, in each case, as to any Indemnified Liabilities arising on account of such Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, 's gross negligence or willful misconduct misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company and Holdings hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company, Holdings or any of their affiliates for any act or omission suffered or taken by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation that does not constitute gross negligence or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4willful misconduct.

Expenses; Indemnification. (a) The Borrower shall agrees to pay (i) on demand all reasonable costs and documented out-of-pocket expenses of the AgentsAgent in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the Custodianother Credit Documents, the Document Custodian and the Securities Intermediaryother documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agentthe Agent (including the cost of internal counsel) with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Credit Documents. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Credit Documents and the instruments referred other documents to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4delivered hereunder. (b) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Agent and each Lender, Lender and each of their Affiliates and their respective affiliates and the respective officers, directors, officersemployees, agents agents, and employees of the foregoing advisors (each, an “Indemnitee”"Indemnified Party") and hold each Indemnitee harmless from and against any and all liabilitiesclaims, damages, losses, damagesliabilities, costs costs, and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligationsreasonable attorneys' fees) that may be imposed on, asserted against or incurred by or asserted or awarded against any Indemnitee as a result ofIndemnified Party, or in each case arising out of, of or in any way related to connection with or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under in connection with any agreements creating any such Lieninvestigation, (ivlitigation, or proceeding or preparation of defense in connection therewith) the failure Credit Documents, any of the Collateral Agent to have a valid and perfected Lien on transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (including any Collateral, (v) a breach by of the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss foregoing arising from any action or inaction the negligence of the Borrower Indemnified Party), except to the extent such claim, damage, loss, liability, cost, or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excludingexpense is found in a final, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower’s Borrower agrees not to assert any claim against the Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. (c) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations under of the Borrower contained in this Section 12.3 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Commitments hereunder.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented customary out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, Administrative Agent (including reasonable and documented fees and disbursements of special counsel ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, local counsel for the Administrative Agent, and travel and site visits (provided that, prior to the occurrence of a Possible Default or Event of Default, the Borrower shall pay expenses for only one (1) site visit per Mortgaged Property), third party reports (including Appraisals), mortgage recording taxes, environmental and engineering expenses) in connection with the preparation, syndications preparation and administration of this Agreement, the Loan Documents, the Security Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration syndication of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; Event of Default or Possible Default hereunder and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by any Agentthe Administrative Agent and each Bank, including reasonable and documented fees and disbursements of counsel for each the Administrative Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Agent and each LenderBank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “"Indemnitee”") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, including the reasonable and documented fees and disbursements of counsel for each Agentand settlements and settlement costs, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, including at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan DocumentDocument (including the Borrower's actual or proposed use of proceeds of the Loans, whether or not in compliance with the provisions hereof), (ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower or any of the Environmental Affiliates, including all on-site and off-site activities involving Contaminants, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to the Collateral Agent, Administrative Agent and the Lenders Banks of any LienLien in any property or assets of the Borrower or any stock or other equity interest in the Borrower, on the Collateral, and (iiivi) the exercise by the Administrative Agent, Agent and the Collateral Agent, the Lenders or Banks of their rights and remedies (including, without limitation, including foreclosure) under any agreements creating created any such Lien, Lien (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any IndemniteeIndemnities, any such losses, liabilities, claims, damages, expenses expenses, obligations, penalties, actions, judgments, suits, costs or costs disbursements incurred solely by reason of (i) the bad faith, gross negligence or willful misconduct by of such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdictionjurisdiction or (ii) any investigative, administrative or judicial proceeding imposed or asserted against any Indemnitee by any Bank regulatory agency or by any equity holder of such Indemnitee). The Borrower’s 's obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations Obligations. (c) The Borrower shall pay, and hold the resignation or removal Administrative Agent and each of an Agent. For the sake of clarityBanks harmless from and against, this Section 12.3(b) shall not impose any indemnification or and all present and future U.S. stamp, recording, transfer and other similar obligation on the Borrower foreclosure related taxes with respect to Taxes, which obligation shall be addressed solely by Section 11.4the foregoing matters and hold the Administrative Agent and each Bank 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 Bank) to pay such taxes.

Expenses; Indemnification. (a) The Whether or not the transactions hereby contemplated shall be consummated, Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses of (x) Agent incurred in connection with the Agentspreparation, execution, delivery, administration, filing and recording of, and (y) Agent and Lenders incurred in connection with the amendment (including any waiver or consent) or modification of (including any amendment, waiver, consent or modification at any time requested by Borrower, whether or not same is finalized or executed), any failure of Borrower to perform or observe any provision of, and enforcement of or preservation of any rights under, this Agreement, the Custodianother Loan Documents, the Document Custodian making and repayment of the Loans, and the Securities Intermediarypayment of all interest and fees, including, without limitation, reasonable and documented (A) the fees and disbursements expenses of S▇▇▇▇▇▇▇ & Worcester LLP, counsel for Agent, and any special or local counsel retained by Agent or Lenders, and with respect to enforcement, the reasonable fees and expenses of counsel for Agent or any Lender, (B) the reasonable fees and expenses of accountants, other consultants, appraisers and other professionals retained by Agent in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to thereintransactions contemplated hereunder, and further modifications or syndications of the Loans in connection therewith(C) printing, the administration of the Loanstravel, any waiver or consent hereunder or any amendment or modification hereof or any Default; title insurance, mortgage recording, filing, communication and (ii) all reasonable signing taxes and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4costs. (b) The Borrower agrees to indemnify the Administrative Agentpay, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates to save Agent and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee Lenders harmless from (x) all present and against any future stamp, filing and all liabilitiesother similar taxes, lossesfees or charges (including interest and penalties, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentif any), which may be incurred by such Indemnitee payable in connection with the Loan Documents or the issuance of the Notes or any investigativemodification of any of the foregoing, administrative or judicial proceeding and (whether or not such Indemnitee shall be designated y) all finder’s and broker’s fees in connection with the transactions contemplated by this Agreement and the other Loan Documents. (c) Borrower agrees to indemnify, pay and hold harmless Agent, each Lender, any Lender Assignee and each holder of a party theretoNote and their respective present and future officers, directors, employees and agents (collectively, the “Indemnified Parties”) that may at any time from and against all liability, losses, damages and expenses (including, without limitation, at any time following the payment of the Obligationslegal fees and expenses) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to connected with, or by reason of, as a result of (i) any the execution and delivery of this Agreement or the transactions contemplated by the other Loan Documents or the execution, delivery documents or transactions contemplated hereby and thereby or the performance by the parties hereto or thereto of any Loan Document, their respective obligations hereunder and thereunder or relating thereto; or (ii) the grant to the Collateral Agentany claim, the Lenders of any Lienaction, on the Collateralsuit, investigation or proceeding (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as regardless of whether or not the Indemnified Party is a party thereto or target thereof) in any way relating to the Collateral, Borrower or any other Loan Party, or any of their Subsidiaries or Affiliates, or any Subsidiary or Affiliate of any such Subsidiary or Affiliate, or in any way relating to any Indemniteeof the foregoing Persons, or any Affiliate of any of the foregoing in respect of this Agreement, any such lossesother Loan Documents or any other document or transaction in connection herewith or therewith or relating hereto or thereto; or (iii) any actual or alleged violation by Borrower or any other Loan Party, liabilitiesor any of their Affiliates or Subsidiaries, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its or (d) All obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under provided for in this Section 12.3 and Sections 3.4, 3.8, 4.1, 4.2, 4.4, 5.1 and 11.6 shall survive the any termination of this Agreement and the Commitments and the payment in full of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Obligations.

Expenses; Indemnification. (a) The Borrower shall pay on demand all the actual and reasonable costs, fees and expenses of (i) the Agents in connection with the negotiation, preparation, execution and administration of the Financing Documents and any consents, amendments, waivers or other modifications thereto, or any Default or alleged Default hereunder; (ii) furnishing all opinions by counsel for the Borrower and the Guarantors (including any opinions reasonably requested by the Administrative Agent or Required Lenders as to any legal matters arising hereunder) and of the Borrower's and the Guarantors' performance of and compliance with all agreements and conditions on its part to be performed or complied with under this Agreement and the other Financing Documents, including with respect to confirming compliance with environmental, insurance and solvency requirements; (iii) counsel to the Agents (including the reasonable fees and documented out-of-pocket expenses of O'Melveny & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Agents) in connection with the negotiation, preparation, execution and administration of the Financing Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters 134 requested by the Borrower or any Guarantor, provided that it is acknowledged that the Agents have retained O'Melveny & ▇▇▇▇▇ LLP principally in respect of Bankruptcy Code matters and that after the Closing Date, in the absence of an Event of Default, there will be only one principal counsel (as opposed to any local counsel or similar specialized retention) retained by the Agents, (iv) creating and perfecting Liens in favor of the CustodianCollateral Agent on behalf of Lenders pursuant to any Collateral Document, the Document Custodian including filing and the Securities Intermediaryrecording fees, includingexpenses and taxes, without limitationstamp or documentary taxes, search fees, title insurance premiums, and reasonable and documented fees fees, expenses and disbursements of counsel providing any opinions that any Agent or Required Lenders may reasonably request in respect of the Collateral Documents or the Liens created pursuant thereto; (v) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ in connection with the preparationnegotiation, syndications preparation and administration execution of this Agreement, the Loan Financing Documents and for a period of six months after the Closing Date in connection with the administration thereof; (vi) the Agents in connection with the custody or preservation of any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any DefaultCollateral; and (iivii) all reasonable and documented out-of-pocket expenses incurred by if any AgentEvent of Default occurs, any Lender Party, including actual and reasonable and documented costs, fees and disbursements expenses of counsel for each Agentcounsel, in connection with the enforcement such Event of the Loan Documents Default and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For , including the sake negotiation of clarity, this Section 12.3(a) shall not impose any payment obligation on restructuring or "workout" of the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Borrower's obligations under the Financing Documents. (b) The In addition to the payment of expenses pursuant to Section 11.03(a), whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify the Administrative Agentdefend (subject to Indemnitee's selection of counsel), the Collateral Agentindemnify, the Collateral Administratorpay and hold harmless Agents and Lenders, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective officers, directors, officersemployees, agents and employees affiliates of the foregoing Agents and Lenders (eachcollectively called the "Indemnitees"), an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilitiesIndemnified Liabilities (as hereinafter defined); provided, losses, damages, costs and expenses of that the Borrower shall not have any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by obligation to any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments hereunder with respect to any Indemnified Liabilities to the extent such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of Indemnified Liabilities arise from the bad faith, gross negligence or willful misconduct by such of that Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented (in the case of legal expenses, in summary form), out-of-pocket costs and expenses of the Agents, the Custodian, the Document Custodian Administrative Agent and the Securities IntermediaryLenders, including, without limitation, including the reasonable and documented (in summary form) fees and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the preparationsyndication of the credit facilities provided for herein, syndications the preparation and administration of this Agreement, the Loan Documents and any documents and instruments referred to thereinamendments, and further modifications or syndications of waivers thereof (whether or not the Loans transactions contemplated in connection therewith, the administration of the Loans, any waiver or consent hereunder this Agreement or any amendment or modification hereof or any Default; other Loan Document shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, (including, without limitation, the reasonable and documented (in summary form) fees and disbursements of counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights and remedies under this Section, or in connection with the Term Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided, that, notwithstanding the foregoing, legal expenses under this clause (a) shall be limited to one firm of outside counsel for the Administrative Agent and one firm of outside counsel for the Lenders (or, in the case of clause (a)(ii), one additional firm of outside counsel for the AIMCo Lender, subject to its sole discretion), taken as a whole and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Secured Parties, taken as a whole (and, in the case of clause (a)(ii), solely in the case of an actual or perceived conflict of interest where a Secured Party affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, of one other firm of counsel for each Agentgroup of similarly situated affected Secured Parties). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), which may be incurred by each Lender and each Related Party (other than any financing sources) of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and promptly reimburse such Indemnitee for, any and all losses, claims, damages, penalties, liabilities or other expenses (including the reasonable and documented (in connection with summary form) fees and disbursements of any investigativecounsel for any Indemnitee), administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, or arising out of, or in any way related to or by reason 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 by the Loan Documents hereby or the execution, delivery or performance of any Loan Documentthereby, (ii) any Loan or the grant to use or proposed use of the Collateral Agent, the Lenders of any Lien, on the Collateralproceeds therefrom, (iii) the exercise any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Administrative AgentHoldings or any of its Subsidiaries, the Collateral Agent, the Lenders or any Environmental Liability related in any way to Holdings or any of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, its Subsidiaries or (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateralactual or prospective claim, (v) a breach by the Borrower of any representationlitigation, warranty investigation or covenant contained in any Loan Document or any document proceeding relating to any Collateral of the foregoing, whether based on contract, tort or (vi) any loss arising from any action other theory, whether brought by a third party or inaction of by the Borrower or any other Loan Party, and regardless of its Affiliates regarding the administration of whether any Collateral or otherwise relating to Indemnitee is a party thereto; provided that such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each caseindemnity shall not, as to any Indemnitee, any be available to the extent that such losses, liabilitiesclaims, damages, penalties, liabilities or related expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally (x) are determined by a court of competent jurisdiction. The Borrowerjurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) other than in the case of the Administrative Agent and its Related Parties (other than any financing sources), arise from a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document or (z) result from disputes (not involving any act or omission by Holdings or its Subsidiaries or their Affiliates) solely among the Indemnitees for actions by one or more of the Indemnitees, other than claims against the Administrative Agent in such capacity fulfilling its agency role under the Loan Documents; provided that notwithstanding the foregoing, legal expenses under this clause (b) shall be limited to one firm of outside counsel for the Administrative Agent and one firm of outside counsel for all other Indemnitees, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of clause (ii), solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, of one other firm of counsel for each group of similarly situated affected Indemnitees). This clause (b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, liabilities and related expenses arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under subsection (a) or (b) hereof, each Lender severally agrees to pay to the Administrative Agent such ▇▇▇▇▇▇’s pro rata share of such unpaid amount; provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (d) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof; provided that nothing in this clause (d) shall relieve the Borrower of any obligation it may have under clause (b) above to indemnify any Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e) All amounts due under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4payable promptly, but in any event within ten (10) Business Days, after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, Administrative Agent (including, without limitation, reasonable and documented fees and disbursements of special counsel to the Administrative Agent, local counsel for the Administrative Agent, and travel, site visits, third party reports (including Appraisals), mortgage recording taxes, environmental and engineering expenses), in connection with the preparation, syndications preparation and administration of this Agreement, the Loan Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration syndication of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by any Agentthe Administrative Agent and each Bank, including including, without limitation, reasonable and documented fees and disbursements of counsel for the Administrative Agent and each AgentBank, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) including all such expenses incurred during any workout or restructuring; provided, however, that in no event shall not impose any payment obligation on the Borrower with respect be required to Taxes, which obligation shall be addressed solely by Section 11.4pay for the attorneys’ fees and disbursements of more than one counsel to the Administrative Agent and the Banks unless there is a legal conflict of interest. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Agent and each LenderBank, their respective affiliates Affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentand settlements and settlement costs, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) and whether or not brought by the Borrower, the General Partner or any Affiliate of the Borrower, that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan DocumentDocument (including, without limitation, the Borrower’s actual or proposed use of proceeds of the Loans, whether or not in compliance with the provisions hereof), (ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Material of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to the Collateral Agent, Administrative Agent and the Lenders Banks of any LienLien in any property or assets of the Borrower or any stock or other equity interest in the Borrower, on the Collateral, and (iiivi) the exercise by the Administrative Agent, Agent and the Collateral Agent, the Lenders or Banks of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, Lien (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, excluding in each case, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses expenses, obligations, penalties, actions, judgments, suits, costs or costs disbursements incurred solely by reason of (y) the bad faith, gross negligence or willful misconduct by of such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdictionjurisdiction or (z) any investigative, administrative or judicial proceeding imposed or asserted against any Indemnitee by any bank regulatory agency or by any equity holder of such Indemnitee). The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an AgentObligations. For the sake of clarity, this This Section 12.3(b9.3(b) shall not impose any indemnification or similar obligation on the Borrower apply with respect to TaxesTaxes other than any Taxes that represent losses, which obligation shall be addressed solely by Section 11.4claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Borrower Whether or not the transactions contemplated hereby shall pay be consummated, the Company agrees (i) to pay all reasonable expenses, including reasonable fees and documented out-of-pocket expenses disbursements of counsel for the Agent (subject to the term sheet), which the Agent has incurred or may hereafter incur in connection with the preparation of this Agreement, the Security Documents, the Notes, the Eligible Securitization Transaction Documents and all other documents related hereto and thereto (including any amendment, consent or waiver hereafter requested by the Company hereunder or thereunder) and the transactions contemplated hereby or the protection, preservation and/or enforcement of the Agents, rights of the Custodian, Agent or the Document Custodian Lenders hereunder or under the Notes or the Security Documents in the event of a Default hereunder or thereunder (including without limitation amounts incurred with respect to any so-called "workout" of the Loans) and (ii) to pay all taxes (other than the Securities Intermediary------- ----- ---- Lenders' income taxes) and fees (including interest and penalties), including, without limitation, reasonable all recording and documented fees filing fees, transfer and disbursements documentary stamp and similar taxes, which may be payable in respect of counsel in connection with the preparation, syndications execution and administration delivery of this Agreement, the Loan Security Documents, the Notes, the Eligible Securitization Transaction Documents and all other documents related hereto and thereto (including any documents amendment, consent or waiver hereafter requested by the Company hereunder or thereunder) and instruments referred to therein, indemnify the Agent and further modifications the Lenders and hold the Agent and the Lenders harmless against any loss or syndications liability resulting from non-payment or delay in payment of any such tax. The Company hereby authorizes the Agent to pay all such amounts described above to the Lenders and to charge the same to the Operating Account or the Blocked Account or any other depository account maintained by the Company with the Agent if the same are not paid within five (5) days after the Agent and/or the Lender notifies the Company of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4amounts owed. (b) The Borrower agrees to Company will indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each LenderLenders, their respective affiliates directors, officers and employees and each other Person, if any, who controls the Agent or the applicable Lender, and will hold the Agent and the respective directors, officers, agents Lenders and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee such other Persons harmless from and against any and all liabilitiesclaims, damages, losses, damagesliabilities, costs judgments and expenses (including without limitation all reasonable fees and expenses of any kind, including, without limitation, counsel and all expenses of litigation or preparation therefor) which the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or such other Persons may incur or which may be asserted against the Lenders or such other Persons in connection with or arising out of their rights and remedies (includingany investigation, without limitation, foreclosure) under litigation or proceeding involving the Company or any agreements creating shareholder or any Affiliate of the Company or any such Lienshareholder (including compliance with or contesting of any subpoenas or other process issued against any Lender, (iv) the failure or any director, officer or employee of the Collateral Agent to have a valid and perfected Lien on or any CollateralLender, (v) a breach by or any Person, if any, who controls the Borrower of Agent or any representation, warranty or covenant contained Lender in any Loan Document proceeding involving the Company or any document relating to shareholder or any Collateral or (vi) any loss arising from any action or inaction Affiliate of the Borrower Company or any of its Affiliates regarding such shareholder), whether or not the administration of Agent or any Collateral or otherwise relating to such Collateral (Lender is party thereto, other than an Obligor’s financial inability to make payments claims, damages, losses, liabilities or judgments with respect to any such Collateral) but excluding, in each case, matter as to which the Agent or such Lender or such other Person seeking indemnity shall have been finally adjudicated not to have acted in good faith or to have been grossly negligent in its actions or inactions. Promptly upon receipt by any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason indemnified party hereunder of notice of the bad faithcommencement of any action, gross negligence or willful misconduct by such Indemnitee with indemnified party shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. (c) The Company acknowledges and agrees that its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s agreements and obligations under this Section 12.3 11 shall survive the termination of this Agreement and the payment ---------- repayment in full of the Obligations Loans. The Agent shall be entitled to retain Collateral or require substitution therefor to the extent required to reasonably assure the Agent and the resignation or removal Lenders of an Agent. For satisfaction of the sake of clarity, Company's obligations under this Section 12.3(b) shall 11 and any Collateral not impose any indemnification or similar obligation on so required or, if sufficient cash ---------- collateral is substituted, then all of the Borrower with respect to TaxesCollateral, which obligation shall be addressed solely by Section 11.4released to the Company.

Expenses; Indemnification. (a) The Borrower Whether or not the transactions hereby contemplated shall be consummated, the Borrower, thereafter, shall pay (i) all reasonable and documented out-of-pocket costs and expenses of (x) the AgentsAgent incurred in connection with the preparation, execution, delivery, administration, filing and recording of, and (y) the Agent and the Lenders incurred in connection with the amendment (including any waiver or consent) or modification of (including any amendment, waiver, consent or modification at any time requested by the Borrower, whether or not same is finalized or executed), and enforcement of or preservation of any rights under, this Agreement, the Custodianother Loan Documents, the Document Custodian making and repayment of the Term Loans, and the Securities Intermediarypayment of all interest and fees, including, without limitation, (A) the reasonable and documented fees and disbursements expenses of Sull▇▇▇▇ & ▇orcester, counsel for the Agent, and any special or local counsel retained by the Agent or the Lenders, and with respect to enforcement, the reasonable fees and expenses of counsel for the Agent or any Lender, (B) the reasonable fees and expenses of consultants and appraisers retained by the Agent in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to thereintransactions contemplated hereunder, and further modifications or syndications of the Loans in connection therewith(C) printing, the administration of the Loanstravel, any waiver or consent hereunder or any amendment or modification hereof or any Default; title insurance, mortgage recording, filing, communication and (ii) all reasonable signing taxes and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4costs. (b) The Borrower agrees to indemnify pay, and to save the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates Agent and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee Lenders harmless from (x) all present and against any future stamp, filing and all liabilitiesother similar taxes, lossesfees or charges (including interest and penalties, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentif any), which may be incurred by such Indemnitee payable in connection with the Loan Documents or the issuance of the Term Notes or any investigativemodification of any of the foregoing, administrative or judicial proceeding and (whether or not such Indemnitee shall be designated y) all finder's and broker's fees in connection with the transactions contemplated by this Agreement and the other Loan Documents. (c) The Borrower agrees to indemnify, pay and hold harmless the Agent, each Lender, any Lender Assignee and each holder of a party theretoNote and their respective present and future officers, directors, employees and agents (collectively, the "Indemnified Parties") that may at any time from and against all liability, losses, damages and expenses (including, without limitation, at any time following the payment of the Obligationslegal fees and expenses) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to connected with, or by reason of, as a result of (i) any the execution and delivery of this Agreement, the transactions contemplated by the other Loan Documents or the execution, delivery documents or transactions contemplated hereby and thereby or the performance by the parties hereto or thereto of any Loan Document, their respective obligations hereunder and thereunder or relating thereto; or (ii) any claim, action, suit, investigation or proceeding (in each case, regardless of whether or not the grant Indemnified Party is a party thereto or target thereof) in any way relating to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to Subsidiary, a Key Person or any Collateral or (vi) any loss arising from any action or inaction Affiliate of the Borrower or a Subsidiary or in any way relating to any Shareholder or Limited Partner, any other Credit Party, or any Affiliate of any of its Affiliates regarding the administration foregoing in respect of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemniteethis Agreement, any other Loan Documents or any other document or transaction in connection herewith or therewith or relating thereto; provided that the Borrower shall not be liable to an Indemnified Party for any portion of such liabilities, losses, liabilities, damages, damages and expenses sustained or costs incurred by reason as a direct result of the bad faith, gross negligence or willful misconduct of the Agent, any Lender or such Indemnified Party if such gross negligence or willful misconduct is determined to have occurred by such Indemnitee with respect to its obligations under this Agreement as finally determined by a final and non-appealable decision of a court of competent jurisdiction. The Borrower’s . (d) All obligations under provided for in this Section 12.3 and Sections 3.4, 3.5, 4.1, 4.2, 5.2 and 11.6 shall survive the any termination of this Agreement and the Commitments and the payment in full of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Obligations.

Expenses; Indemnification. (a) The Borrower shall pay (i1) all reasonable and documented out-of-pocket expenses of the Agents (in each of their respective capacities), the Blackstone Asset Based Finance Representative, the U.S. Custodian and the Document Custodian, including, without limitation, reasonable fees and disbursements of counsel (which shall be limited to (A) one outside counsel and one local counsel in each appropriate jurisdiction (if reasonably requested by an Agent) for the Administrative Agent, the Collateral Agents, the CustodianCollateral Administrator, the Custodians, the Document Custodian and the Securities Intermediary, includingcollectively, without limitation(B) one outside counsel and one local counsel in each appropriate jurisdiction (if reasonably requested by the Blackstone Asset Based Finance Representative) for the Blackstone Asset Based Finance Representative and the Lenders, reasonable collectively, and documented fees and disbursements of (C) any additional counsel agreed to by the Borrower in connection with the preparation, syndications and administration of this Agreement, the other Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and Default hereunder), (ii2) all reasonable and documented out-of-pocket expenses incurred by any Agentthe Agents (in each of their respective capacities), the Blackstone Asset Based Finance Representative, the U.S. Custodian and the Document Custodian and the Lenders, respectively, including reasonable and documented fees and disbursements of counsel (which shall be limited to (A) one outside counsel for the Blackstone Asset Based Finance Representative and its affiliated Lenders, taken as a whole, (B) one outside counsel for all of the Administrative Agent, Collateral Agents, the Collateral Administrator, the Custodians, the Document Custodian and the Securities Intermediary, taken as a whole, (C) one outside counsel for all the other Lenders, (D) one local counsel in each appropriate jurisdiction for each group listed in clauses (A), (B) and (C) above (if reasonably requested by any Agent, the Blackstone Asset Based Finance Representative or any Lender, respectively) and (E) any additional counsel agreed to by the Borrower) in connection with the enforcement of this Agreement, the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For , and (3) the sake costs and expenses incurred in connection with the initial filing of clarity, this Section 12.3(a) shall not impose any payment obligation on Agreement and all related documents and financial information with the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4SVO. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral AgentBlackstone Asset Based Finance Representative, the Collateral AdministratorAgents, the CustodianCustodians, the Document Custodian, the Securities Intermediary Intermediary, each Lender and each Lender, their respective affiliates Affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all reasonable and documented out-of-pocket liabilities, losses, damages, damages and related costs and expenses of any kindkind (but excluding the fees and expenses of its internal legal counsel and all ordinary internal costs, consisting of overhead and employee costs and expenses incurred by such Indemnitee in connection with its obligations under the Loan Documents), including, without limitation, the reasonable and documented fees and disbursements of counsel for (which, in the case of the Blackstone Asset Based Finance Representative, the Lenders, and any Blackstone Asset Based Finance Entity and Blackstone Asset Based Finance Investor shall be limited to one external counsel and one local counsel in each Agentappropriate jurisdiction) (all of the foregoing, collectively, “Indemnified Amounts”), which may be incurred by such Indemnitee in connection with this Agreement or any of the other Loan Documents or the matters referred to herein or therein, including without limitation in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party theretothereto or whether brought or involving any party hereto or any third party) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i1) any of the transactions contemplated by the Loan Documents or the execution, delivery delivery, performance or performance enforcement of any Loan Document, (ii2) the grant to the Collateral Agent, Agents and the Lenders of any Lien, Lien on the Collateral, (iii3) the exercise by the Administrative Agent, the Collateral AgentBlackstone Asset Based Finance Representative, the Collateral Agents or the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv4) the failure of the a Collateral Agent to have a valid and perfected first priority Lien (subject only to Permitted Liens) on any Collateral, (v5) a breach by the Borrower or any other Credit Party of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi6) any loss arising from any action or inaction of the Borrower or Borrower, any of its Affiliates or any Affiliate Employee regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, excluding as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faithgross negligence, gross negligence or willful misconduct by or bad faith of such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and Agreement, the resignation or removal of an Agent, Custodian or Document Custodian and the payment of the Obligations. For Notwithstanding to the sake of claritycontrary contained herein, the Borrower shall not have any obligation to make any payment under this Section 12.3(b) shall not impose any indemnification except to the extent funds are available therefor in accordance with the Priority of Payments or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.46.4.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket costs and expenses of the AgentsAdministrative Agent and its Affiliates, including the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agentfees, including reasonable and documented fees charges and disbursements of counsel for each Agentthe Administrative Agent and its Affiliates, in connection with syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Administrative Agent and its Affiliates taken as a whole and, if reasonably necessary, one local counsel in any relevant and material jurisdiction), and (ii) all out-of-pocket costs and expenses (including, without limitation, the fees, charges and disbursements of outside counsel (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Administrative Agent and its Affiliates and the Lenders taken as a whole and, if reasonably necessary, one local counsel in any relevant and material jurisdiction)) incurred by the Administrative Agent and its Affiliates or any Lender in connection with the enforcement or protection of the Loan Documents its rights in connection with this Agreement and the instruments referred to therein and such collectionother Loan Documents, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, including its rights under this Section 12.3(a) shall not impose 11.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any payment obligation on the Borrower with workout, restructuring or negotiations in respect to Taxes, which obligation shall be addressed solely by Section 11.4of such Loans. (b) The Borrower agrees to Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary each Lender and each Lender, their respective affiliates and the respective directors, officers, agents and employees Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from and against from, any and all liabilitieslosses, lossesclaims, damages, costs liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Indemnitees taken as a whole, and, solely in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnitees taken as a whole, and, if reasonably necessary, one local counsel in any kindrelevant and material jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party 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 (including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with Indemnitee’s reliance on any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out ofCommunication executed using an Electronic Signature, or in any way related to the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or by reason of, (i) any thereunder or the consummation of the transactions contemplated by the Loan Documents hereby or the execution, delivery or performance of any Loan Documentthereby, (ii) any Loan or the grant to use or proposed use of the Collateral Agent, the Lenders of any Lien, on the Collateralproceeds therefrom, (iii) the exercise use by the Administrative Agent, the Collateral Agent, the Lenders any Person of any information or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lienmaterials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the failure Borrowers or any of their Subsidiaries, or any Environmental Liability of the Collateral Agent to have a valid and perfected Lien on Borrowers or any Collateralof their Subsidiaries, or (v) a breach by the Borrower of any representationactual or prospective claim, warranty litigation, investigation or covenant contained in any Loan Document or any document proceeding relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of its Affiliates regarding the administration of whether any Collateral or otherwise relating to Indemnitee is a party thereto; provided that such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each caseindemnity shall not, as to any Indemnitee, any be available to the extent that such losses, liabilitiesclaims, damages, liabilities or related expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally (x) are determined by a court of competent jurisdiction. The Borrowerjurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) relate to the presence or Release of Hazardous Materials or any violation of Environmental Laws that first occurs at any property after such property is transferred to an Indemnitee by means of foreclosure, deed-in-lieu of foreclosure or similar transfer, and is not an Environmental Liability of the Borrowers or any of their Subsidiaries. Clause (b) of this Section 11.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) [RESERVED]. (d) To the extent that the Borrowers fail to pay any amount required to be paid to the Administrative Agent or any Related Party of any of the foregoing, under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent or such Related Party as applicable, such ▇▇▇▇▇▇’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or the use of proceeds thereof. No Indemnitee referred to in clause (b) 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 such liability is determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence, willful misconduct or bad faith. (f) All amounts due under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation 11.3 shall be addressed solely by Section 11.4payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall Applicant agrees to pay (i) or reimburse Bank for all of its reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees, expenses and disbursements and legal and court costs, but excluding Continuing Letter of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented Credit Agreement | March 2023 Version | Page 10 5640958v14 014922.0136 allocated fees and disbursements costs of counsel in-house counsel) in connection with (i) any enforcement or collection proceeding resulting from Applicant’s breach or other default hereunder, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding-up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the preparationworkout, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications restructuring or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; transaction contemplated thereby is consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4paragraph (a). (b) The Borrower agrees to Applicant shall indemnify the Administrative Agenteach of Bank and its affiliates, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, employees, agents and employees of the foregoing advisors (each, an “Indemnitee”) against, and hold each Indemnitee harmless from and against from, any and all liabilitieslosses, lossesclaims, damages, costs liabilities and expenses of any kindrelated expenses, including, without limitation, the including reasonable and documented fees attorneys’ fees, expenses and disbursements (limited to one counsel for all Indemnitees, taken as a whole (and, solely in the case of a conflict of interest, one additional counsel for each Agentgroup of affected Indemnitees and if reasonably necessary, which may be one local counsel per relevant jurisdiction but excluding allocated fees and costs of in-house counsel)) and legal and court costs for any Indemnitee, incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result ofIndemnitee, or arising out of, in connection with, or in any way related to or by reason of, as a result of (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan DocumentTransaction Document or any agreement, instrument or document contemplated thereby, including any Letter of Credit, the performance by the parties hereto of their respective obligations thereunder or the consummation of any transactions contemplated thereby or supported by any Letter of Credit (including any transfer, delivery, surrender or endorsement of any instrument, investment security, document of title or transport document presented under any Letter of Credit), (ii) the grant to the Collateral Agentany interruption, the Lenders loss, delay or alteration in transmission or delivery of any Liendraft, on the Collateralnotice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), (iii) the exercise by the Administrative Agentany indemnity, the Collateral Agentguaranty or other undertaking that Applicant requests or authorizes Bank to issue to any Person (such as a carrier, the Lenders warehouseman or financial institution) to induce such Person to transfer, deliver or surrender any property or to issue its own letter of their rights and remedies (includingcredit, without limitation, foreclosure) under guarantee or other undertaking in connection with any agreements creating any such LienLetter of Credit, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateralact or omission, (v) a breach by the Borrower whether rightful or wrongful, of any representation, warranty present or covenant contained in any Loan Document future de jure or de facto government or Governmental Authority or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligorcause beyond Bank’s financial inability to make payments control with respect to any of the foregoing, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such Collateralindemnity under this Section 9(b) but excluding, in each caseshall not, as to any Indemnitee, any be available to the extent that such losses, liabilitiesclaims, damages, liabilities or related expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally are determined by a court of competent jurisdictionjurisdiction by final and nonappealable judgment to have resulted directly from the gross negligence, bad faith or willful misconduct of such Indemnitee, or from a material breach of the obligations of such Indemnitee under any Transaction Document. The Borrower’s obligations This Section 9(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) Applicant will pay within ten (10) Business Days after demand from time to time all amounts owing under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.49.

Expenses; Indemnification. (a) The Borrower shall Borrowers covenant and agree to pay, or if Borrowers fail to pay (i) to reimburse, Administrative Agent upon receipt of written notice from Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Administrative Agent and Lenders in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the Agentstransactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrowers or any other Loan Party (including, without limitation, any opinions requested by Administrative Agent and Lenders as to any legal matters arising under this Agreement or the Custodian, other Loan Documents with respect to the Document Custodian Property or any other Collateral); (ii) Borrowers' or any other Loan Party's ongoing performance of and compliance with Borrowers' or such Loan Party's respective agreements and covenants contained in this Agreement and the Securities Intermediaryother Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, reasonable confirming compliance with environmental and documented fees insurance requirements; (iii) Administrative Agent's ongoing performance and disbursements of counsel compliance with all agreements and conditions contained in connection this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iv) the negotiation, preparation, syndications execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Administrative Agent; (v) securing Borrowers' or any other Loan Party's compliance with any requests made pursuant to Section 9.1 hereof (subject to the limitations contained in such Section); (vi) the filing and recording of the Loan Documents, title insurance and reasonable fees and expenses of counsel for providing to Lenders all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Administrative Agent's pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrowers, any other Loan Party, this Agreement, the other Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewithDocuments, the administration of Property, any other Collateral, or any other security given for the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (iiviii) all reasonable and documented out-of-pocket expenses incurred by enforcing any Agentobligations of or collecting any payments due from Borrowers or any other Loan Party under this Agreement, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the other Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower or with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the any Asset or other Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee or in connection with any investigativerefinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or of any insolvency or bankruptcy proceedings; provided, administrative or judicial proceeding (whether or however, that Borrowers shall not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following liable for the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant such costs and expenses to the Collateral Agent, extent the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred same arise by reason of the bad faith, gross negligence recklessness or willful misconduct by such Indemnitee with respect to its obligations under this Agreement violations of law of Administrative Agent as finally determined by a court of competent jurisdictionjurisdiction in a final non- 156 163 appealable judgment or order. The Borrower’s obligations Any cost and expenses due and payable to Lenders or Administrative Agent may be paid from any amounts in the Deposit Accounts. (b) Borrowers agree to indemnify and hold harmless Administrative Agent and Lenders and their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Section 3) (each of the foregoing being an "INDEMNITEE") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any document delivered hereunder or thereunder, any Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) arising from any breach of Borrowers' covenants under Section 2.1.4 or any Environmental Claim or any remedial action arising out of or based upon anything relating to real property owned or leased by the either of the Borrowers or any other Loan Party (collectively, the "INDEMNIFIED MATTERS"); provided, however, that Borrowers shall not have any obligation under this Section 12.3 shall survive 11.13(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the termination bad faith, recklessness or willful violations of law of Indemnitee as determined by a court of competent jurisdiction in a final non-appealable judgment or order. (c) Borrowers agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement and the (including, without limitation, pursuant to this Section 11.13) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the resignation benefit of any Person who was at any time an Indemnitee under this Agreement or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4other Loan Document.

Expenses; Indemnification. (a) The Borrower shall pay (i) all Obligors jointly and severally agree to reimburse each of the Secured Parties for reasonable and documented out-of-pocket costs and expenses incurred by them to the extent the Borrower would be required to do so pursuant to Section 11.04 of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel Credit Agreement in connection with the preparation, syndications and administration of this Agreement, the Loan Documents (i) any Default and any documents and instruments referred enforcement or collection proceeding resulting therefrom, including all manner of participation in or other involvement with (w) performance by the Collateral Agent or the Administrative Agent of any obligations of the Obligors in respect of the Collateral that the Obligors have failed or refused to thereinperform, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and further modifications or syndications for the care of the Loans in connection therewith, the administration Collateral and defending or asserting rights and claims of the LoansCollateral Agent or the Administrative Agent in respect thereof, any waiver by litigation or consent hereunder otherwise, including expenses of insurance, (y) judicial or any amendment regulatory proceedings and (z) workout, restructuring or modification hereof other negotiations or any Default; proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes7.04, which obligation and all such costs and expenses shall be addressed solely by Secured Obligations entitled to the benefits of the collateral security provided pursuant to Section 11.44. (b) The Borrower Each Obligor agrees to indemnify the Administrative Agentpay, and to hold the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Administrative Agent and each Lenderother Secured Party harmless from, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, obligations, losses, damages, costs and expenses of any kindpenalties, includingactions, without limitationjudgments, the suits, reasonable and documented fees and costs, expenses or disbursements of counsel for each Agentany kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be incurred by such Indemnitee payable or determined to be payable with respect to any of the Collateral or in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by this Agreement, except Indemnified Taxes and Other Taxes covered in Section 3.01 of the Loan Documents or the executionCredit Agreement. (c) Each Obligor agrees to pay, delivery or performance of any Loan Document, (ii) the grant and to hold the Collateral Agent, the Lenders Administrative Agent and each other Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders kind or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments nature whatsoever with respect to any such Collateral) but excludingthe execution, in each casedelivery, as to any Indemniteeenforcement, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination performance and administration of this Agreement and to the payment extent the Borrower would be required to do so pursuant to Section 11.05 of the Credit Agreement. (d) The agreements in this Section 7.04 shall survive repayment of the Obligations and all other amounts payable under the resignation or removal of an Agent. For Credit Agreement and the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4other Loan Documents.

Expenses; Indemnification. (a) The Borrower shall pay (i) agrees to reimburse Administrative Agent and Sustainability Structuring Agent on demand for all reasonable and documented out-of-pocket expenses of the Agentscosts, the Custodianexpenses, the Document Custodian and the Securities Intermediary, charges (including, without limitation, all reasonable and documented fees and disbursements charges of counsel engineers, appraisers and external legal counsel) incurred by Administrative Agent or Sustainability Structuring Agent in connection with the preparationLoans and to reimburse each of the Banks for reasonable out-of-pocket legal costs, syndications expenses and administration charges incurred by each of the Banks in connection with the performance or enforcement of this Agreement, the Notes or any other Loan Documents Documents; provided, however, that (i) Borrower is not responsible for costs, expenses and any documents and instruments referred to therein, and further modifications charges incurred by the Bank Parties in connection with the administration or syndications syndication of the Loans in connection therewith, the (other than any administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; fee payable to Administrative Agent) and (ii) all reasonable any such legal costs, expenses and documented out-of-pocket expenses incurred by any charges shall be limited to (A) one external counsel for Administrative Agent or Sustainability Structuring Agent, including reasonable and documented fees and disbursements of (B) one external counsel for each Agentall other Banks (and, solely in connection with the enforcement case of the Loan Documents and the instruments referred to therein a conflict of interest, additional conflicts counsel), (C) and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromlocal or foreign counsel of Administrative Agent or Sustainability Structuring Agent as may be necessary under the circumstances. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower ▇▇▇▇▇▇▇▇ agrees to indemnify Administrative Agent the Administrative Sustainability Structuring Agent, the Collateral AgentLead Arrangers, the Collateral Administratoreach Fronting Bank, the Custodianeach Bank, the Document Custodian, the Securities Intermediary and each Lender, of their respective affiliates Affiliates and the respective directors, officers, employees and agents and employees of the foregoing (each, each an “IndemniteeIndemnified Party”) from, and hold each Indemnitee of them harmless from and against against, any and all losses, liabilities, lossesclaims, damagesdamages or expenses incurred by any of them arising out of or by reason of (w) any claims by brokers due to acts or omissions by ▇▇▇▇▇▇▇▇, costs and expenses (x) any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of any kindthe proceeds of the Loans or the use of Letters of Credit, including, including without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigativesuch investigation or litigation or other proceedings, administrative (y) any actual or judicial proceeding (whether alleged presence or not such Indemnitee shall be designated a party thereto) that may at release of Hazardous Materials on or from any time (including, without limitation, at property owned or operated by Borrower or any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result ofSubsidiary, or arising out of, or any Environmental Claim related in any way related to Borrower or any Subsidiary or (z) third party claims or actions against any Indemnified Party relating to or by reason of, (i) arising from this Agreement or any of other Loan Document and the transactions contemplated by pursuant to this Agreement or and the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excludingDocuments, in the case of each caseof clauses (w) through (z), as to any Indemniteeregardless of whether an Indemnified Party is only a third party thereto; provided, however, that such indemnification shall exclude any such losses, liabilities, damagesclaims, damages or expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect of the person to its obligations under this Agreement be indemnified as finally determined by a final and non-appealable judgment of a court of competent jurisdiction. The Borrower’s obligations of Borrower under this Section 12.3 shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of this Agreement and the payment of the Obligations and the resignation or removal of an AgentLoan Commitments. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation No Indemnified Party shall be addressed solely liable for any damages arising from the use by Section 11.4.unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in

Expenses; Indemnification. (a) The Borrower shall agrees to pay (i) on demand all reasonable costs and documented out-of-pocket expenses of the AgentsAgent in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the Custodianother Credit Documents, the Document Custodian and the Securities Intermediaryother documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agentthe Agent (including the cost of internal counsel) with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Credit Documents. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable attorneys’ fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Credit Documents and the instruments referred other documents to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4delivered hereunder. (b) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Agent and each Lender, Lender and each of their Affiliates and their respective affiliates and the respective officers, directors, officersemployees, agents agents, and employees of the foregoing advisors (each, an “IndemniteeIndemnified Party”) and hold each Indemnitee harmless from and against any and all liabilitiesclaims, damages, losses, damagesliabilities, costs costs, and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligationsreasonable attorneys’ fees) that may be imposed on, asserted against or incurred by or asserted or awarded against any Indemnitee as a result ofIndemnified Party, or in each case arising out of, of or in any way related to connection with or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under in connection with any agreements creating any such Lieninvestigation, (ivlitigation, or proceeding or preparation of defense in connection therewith) the failure Credit Documents, any of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by transactions contemplated herein or the Borrower of any representation, warranty actual or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction proposed use of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason proceeds of the bad faithLoans, gross negligence except to the extent such claim, damage, loss, liability, cost, or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower’s Borrower agrees not to assert any claim against the Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. (c) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations under of the Borrower contained in this Section 12.3 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Commitments hereunder.

Expenses; Indemnification. (a) The Borrower shall Loan Parties will pay (i) promptly, and in any event within 10 days of a delivery of an invoice, all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of the AgentsAdministrative Agent and each Lender, regardless of whether the Custodian, the Document Custodian and the Securities Intermediarytransactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, charges and documented fees and disbursements expenses of counsel for the Administrative Agent (and, in the case of clauses (b) through (m) below, reasonable fees, costs, client charges and expenses of one outside counsel and one local counsel in each relevant jurisdiction for the Lenders taken as a whole), accounting, due diligence, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Sections 4.2(j) or 4.2(n) or the review of any of the agreements, instruments and documents referred to in Section 4.2(e)), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Administrative Agent’s or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against the Administrative Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Administrative Agent’s or the Lenders’ claims against any Loan Party under the Loan Documents, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the filing of any petition, complaint, answer, motion or other pleading by the Administrative Agent or any Lender, or the taking of any action in respect of the Collateral, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) all liabilities and costs arising from or in connection with the preparationpast, syndications present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses Costs incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any location of any Loan Documents Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For receipt by the sake Administrative Agent or any Lender of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower advice from professionals with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify any of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees foregoing. Without limitation of the foregoing or any other provision of any Loan Document: (eachx) the Loan Parties agree to pay all stamp, an “Indemnitee”) document, transfer, recording or filing taxes or fees and hold similar impositions now or hereafter determined by the Administrative Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Loan Parties agree to save the Administrative Agent and each Indemnitee Lender harmless from and against any and all liabilitiespresent or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if any Loan Party fails to perform any covenant or agreement contained herein or in any other Loan Document, the Administrative Agent may (but shall be under no obligation to) itself perform or cause performance of such covenant or agreement, and the expenses of the Administrative Agent incurred in connection therewith shall be reimbursed on demand by the Loan Parties. (b) In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Secured Party and all of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable costs, charges and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses expenses) incurred by such Indemnitees, whether prior to or from and after the Closing Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any kindother document executed in connection with the transactions contemplated by this Agreement, (ii) the Administrative Agent’s or any Lender’s furnishing of funds to Debtor under this Agreement or the other Loan Documents, including, without limitation, the reasonable management of any such Loans or Debtor’s use of the proceeds thereof, (iii) the Administrative Agent and documented fees and disbursements the Lenders relying on any instructions of counsel for each AgentDebtor or the handling of Collateral as herein provided, which may be incurred (iv) any matter relating to the entering into and/or performance of the Administrative Agent or any Lender under this Agreement or the other Loan Documents or by such Indemnitee any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents or the exercise of any investigativeof their rights, administrative duties or judicial remedies provided herein or in the other Loan Documents or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this Section 9.9(b) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 9.9(b) shall not apply to Taxes other than any Taxes that represent losses, claims, damages or liabilities in respect of a non-Tax claim or any Taxes indemnifiable under Section 2.11. (c) To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 9.9 may be unenforceable because it is violative of any law or public policy, each Loan Party shall, jointly and severally, contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. (d) No Loan Party shall assert, and each Loan Party hereby waives, any claim against the Indemnitees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not such Indemnitee shall be designated a party thereto) that may at any time (includingthe claim therefor is based on contract, without limitation, at any time following the payment of the Obligations) be tort or duty imposed on, asserted against or incurred by any Indemnitee applicable legal requirement) arising out of, in connection with, as a result of, or arising out of, or in any way related to to, this Agreement or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any other Loan Document or any document relating agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Collateral Loan or (vi) any loss arising from any action or inaction the use of the Borrower proceeds thereof or any of its Affiliates regarding the administration of any Collateral act or otherwise relating omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees not to such Collateral (other than an Obligor’s financial inability to make payments with respect to ▇▇▇ upon any such Collateral) but excluding, in each case, as to any Indemnitee, claim or seek any such losses, liabilities, damages, expenses whether or costs incurred by reason of the bad faith, gross negligence not accrued and whether or willful misconduct by such Indemnitee with respect not known or suspected to exist in its obligations under this Agreement as finally determined by a court of competent jurisdiction. favor. (e) The Borrower’s obligations under indemnities and waivers set forth in this Section 12.3 9.9 shall survive the termination of this Agreement and the payment repayment of the Obligations Obligations, the discharge of any Liens granted under the Loan Documents and the resignation or removal of an the Administrative Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.

Expenses; Indemnification. (a) The Borrower shall agrees to pay (i) on demand all reasonable costs and documented out-of-pocket expenses of the AgentsAgents in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the Custodianother Credit Documents, the Document Custodian and the Securities Intermediaryother documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agentthe Agents (including the cost of internal counsel) with respect thereto and with respect to advising the Agents as to their rights and responsibilities under the Credit Documents. The Borrower further agrees to pay on demand all costs and expenses of the Agents and the Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Credit Documents and the instruments referred other documents to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4delivered hereunder. (b) The Borrower agrees to indemnify shall indemnity, defend and hold harmless the Administrative AgentAgents and each Lender and each of their Affiliates and the officers, directors, employees, agents, attorneys, affiliates, successors and assigns of the Agents and each Lender and each of their Affiliates (collectively, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”"Indemnitees") and hold each Indemnitee harmless from and against (i) any and all transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of the Credit Documents or the making of the Loans (provided that any Lender claiming any additional amounts payable pursuant to this Section 10.5(b)(i) shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender), and (ii) any and all liabilities, losses, damages, penalties, judgments, claims, costs and expenses of any kindkind or nature whatsoever (including reasonable attorneys' fees, includingincluding allocated costs of in-house counsel, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any actual or threatened investigative, administrative or judicial proceeding (proceeding, whether or not such Indemnitee shall 78 84 be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred by or asserted against or incurred by such Indemnitee, in any Indemnitee as a result of, manner relating to or arising out ofof the Credit Documents, the Loans, or in any way related to the use or by reason of, (i) any intended use of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure proceeds of the Collateral Agent Loans (the "Indemnified Liabilities"); provided that no Indemnitee shall have the right to have a valid and perfected Lien on any Collateralbe indemnified or held harmless hereunder for its own gross negligence, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each casewillful misconduct, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a final judgment of a court of competent jurisdiction. The Borrower’s obligations under Borrower agrees not to assert any claim against the Agents, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. (c) To the extent that the undertaking to indemnify and hold harmless set forth in this Section 12.3 10.5 may be unenforceable as violative of any applicable law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. All Indemnified Liabilities shall be payable on demand. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 10.5 shall survive the repayment of the Loans and other obligations under the Credit Documents and the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Commitments hereunder.

Expenses; Indemnification. (a) The Borrower shall pay pay, subject to and in accordance with the Priority of Payments (except as otherwise provided herein pursuant to Section 8.2(d) on the Closing Date), (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Senior Loans in connection therewith, the administration of the Senior Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; Default hereunder and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) The Borrower agrees to indemnify the Administrative Facility Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the U.S. Bank as Securities Intermediary and each Senior Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel and experts for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party theretothereto and whether or not brought by or involving the Borrower or any third party) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, Agent and the Senior Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Facility Agent, the Collateral Agent, Agent or the Senior Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and first-priority perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral Collateral, (vi) any enforcement by an Indemnitee of this Agreement, including the indemnity obligations herein or (vivii) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by of such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an AgentObligations. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation other than Taxes that represent losses, liabilities, damages, expenses or costs arising from non-Tax claims. If the Borrower has made any indemnity payment pursuant to this Section 12.3 and the recipient thereof later collects any payments from others (including insurance companies) in respect of such amounts, then the recipient shall be addressed solely by Section 11.4repay to the Borrower an amount equal to the amount it has collected from others in respect of such amounts net of the recipient’s expenses in collecting such payments and only to the extent that the recipient remains fully indemnified after giving effect to such repayment to the Borrower.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, Administrative Agent (including, without limitation, reasonable and documented fees and disbursements of special counsel to the Administrative Agent, local counsel for the Administrative Agent, and travel, site visits, third party reports (including appraisals), mortgage recording taxes, environmental and engineering expenses), in connection with the preparation, syndications preparation and administration of this Agreement, the Loan Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration syndication of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; Default hereunder and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by any Agentthe Administrative Agent and each Bank, including including, without limitation, reasonable and documented fees and disbursements of counsel for the Administrative Agent and each AgentBank, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) including all such expenses incurred during any workout or restructuring; provided, however, that in no event shall not impose any payment obligation on the Borrower with respect be required to Taxes, which obligation shall be addressed solely by Section 11.4pay for the attorneys’ fees and disbursements of more than one counsel to the Administrative Agent and the Banks unless there is a legal conflict of interest. (b) The Borrower agrees to indemnify the Administrative AgentAgent and each Bank, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each LenderJoint Lead Arrangers, their respective affiliates Affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and related expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentand settlements and settlement costs, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan DocumentDocument (including, without limitation, the Borrower’s actual or proposed use of proceeds of the Loans, whether or not in compliance with the provisions hereof), (ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Material of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to the Collateral Agent, Administrative Agent and the Lenders Banks of any Lien, on Lien in any property or assets of the CollateralBorrower or any stock or other equity interest in the Borrower, (iiivi) the exercise by the Administrative Agent, Agent and the Collateral Agent, the Lenders or Banks of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (ivvii) any action taken in connection with this Agreement, including, but not limited to, the failure payment of principal, interest and fees and (viii) any investigative, administrative or judicial proceeding relating to the Collateral Agent to have foregoing (whether or not such Indemnitee shall be designated a valid party thereto) and perfected Lien on any Collateral, (v) a breach whether or not brought by the Borrower of any representationBorrower, warranty or covenant contained in any Loan Document the General Partner or any document relating to any Collateral or (vi) any loss arising from any action or inaction Affiliate of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, excluding in each case, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses expenses, obligations, penalties, actions, judgments, suits, costs or costs disbursements incurred solely by reason of (w) the bad faith, gross negligence or willful misconduct by of such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction, (x) any investigative, administrative or judicial proceeding imposed or asserted against any Indemnitee by any bank regulatory agency or by any equity holder of such Indemnitee, (y) a claim brought by the Borrower against an Indemnitee for material breach in bad faith of such Indemnitee’s funding obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) a claim not involving an act or omission of the Borrower or the General Partner or any of their subsidiaries and that is brought by an Indemnitee against another Indemnitee (other than against a Joint Bookrunner, a Joint Lead Arranger or the Administrative Agent in their capacities as such). The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an AgentObligations. For the sake of clarity, this This Section 12.3(b9.3(b) shall not impose any indemnification or similar obligation on the Borrower apply with respect to TaxesTaxes other than any Taxes that represent losses, which obligation shall be addressed solely by Section 11.4claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Borrower shall covenants and agrees to pay, or if Borrower fails to pay (i) to reimburse, Administrative Agent upon receipt of written notice from Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Administrative Agent and Lenders in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the Agentstransactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower or any other Loan Party (including, without limitation, any opinions requested by Administrative Agent and Lenders as to any legal matters arising under this Agreement or the Custodian, other Loan Documents with respect to the Document Custodian Property or any other Collateral); (ii) Borrower's or any other Loan Party's ongoing performance of and compliance with Borrower's or such Loan Party's respective agreements and covenants contained in this Agreement and the Securities Intermediaryother Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, reasonable confirming compliance with environmental and documented fees insurance requirements; (iii) Administrative Agent's ongoing performance and disbursements of counsel compliance with all agreements and conditions contained in connection this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iv) the negotiation, preparation, syndications execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Administrative Agent; (v) securing Borrower's or any other Loan Party's compliance with any requests made pursuant to Section 9.1 hereof (subject to the limitations contained in such Section); (vi) the filing and recording of the Loan Documents, title insurance and reasonable fees and expenses of counsel for providing to Lenders all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Administrative Agent's pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, any other Loan Party, this Agreement, the other Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewithDocuments, the administration of the LoansProperty, any waiver or consent hereunder other Collateral, or any amendment or modification hereof or any Defaultother security given for the Loan; and (iiviii) all reasonable and documented out-of-pocket expenses incurred by enforcing any Agentobligations of or collecting any payments due from Borrower or any other Loan Party under this Agreement, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the other Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower or with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the any Asset or other Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee or in connection with any investigativerefinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or of any insolvency or bankruptcy proceedings; provided, administrative or judicial proceeding (whether or however, that Borrower shall not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following liable for the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant such costs and expenses to the Collateral Agent, extent the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred same arise by reason of the bad faith, gross negligence recklessness or willful misconduct by such Indemnitee with respect to its obligations under this Agreement violations of law of Administrative Agent as finally determined by a court of competent jurisdictionjurisdiction in a final non-appealable judgment or order. The Any cost and expenses due and payable to Lenders or Administrative Agent may be paid from any amounts in the Deposit Account. (b) Borrower agrees to indemnify and hold harmless Administrative Agent and Lenders and their respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Section 3) (each of the foregoing being an "INDEMNITEE") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any document delivered hereunder or thereunder, any Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) arising from any breach of Borrower’s 's obligations under Section 2.2 or any Environmental Claim or any remedial action arising out of or based upon anything relating to real property owned or leased by the Borrower or any other Loan Party (collectively, the "INDEMNIFIED MATTERS"); provided, however, that the Borrower shall not have any obligation under this Section 12.3 shall survive 11.13(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the termination bad faith, recklessness or willful violations of law of Indemnitee as determined by a court of competent jurisdiction in a final non-appealable judgment or order. (c) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement and the (including, without limitation, pursuant to this Section 11.13) or any other Loan Document shall (i) survive payment of the Obligations and (ii) inure to the resignation benefit of any Person who was at any time an Indemnitee under this Agreement or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4other Loan Document.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel counsel, agents and experts in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and Default hereunder (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel counsel, agents and experts for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the U.S. Bank as Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel counsel, agents and experts for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, Agent and the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, Agent or the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral Collateral, (vi) any enforcement by an Indemnitee of this Agreement, including the indemnity obligations herein or (vivii) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by of such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the removal or resignation or removal of an any Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4, other than Taxes that represent losses, liabilities, damages, expenses or costs arising from non-Tax claims. If the Borrower has made any indemnity payment pursuant to this Section 12.3 and the recipient thereof later collects any payments from others (including insurance companies) in respect of such amounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such amounts net of the recipient’s expenses in collecting such payments and only to the extent that the recipient remains fully indemnified after giving effect to such repayment to the Borrower.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses of the Agents, the Custodian, the Document Custodian Lead Agent and the Securities Intermediary, including, without limitation, Managing Co-Agent (including reasonable and documented fees and disbursements of special counsel Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇, in connection with the preparation, syndications and administration preparation of this Agreement, the Loan Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; Default or alleged Default hereunder) and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by any Agentthe Lead Agent and each Bank, including reasonable and documented fees and disbursements of counsel for the Lead Agent and each Agentof the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Managing Co-Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Lead Agent and each LenderBank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “"Indemnitee”") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentcounsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee but excluding those liabilities, losses, damages, costs and expenses incurred solely by reason of the gross negligence or wilful misconduct of any Indemnitee as finally determined by a 88 90 court of competent jurisdiction, as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Materials of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to the Collateral Lead Agent, the Lenders Managing Co-Agent, and the Banks of any LienLien in any property or assets of the Borrower or any stock or other equity interest in the Borrower, on the Collateral, and (iiivi) the exercise by the Administrative Lead Agent, the Collateral Managing Co-Agent, and the Lenders or Banks of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s 's obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Obligations.

Expenses; Indemnification. (a) The Borrower shall pay within thirty (30) days after written notice from the Administrative Agent or Documentation Agent, as applicable, (i) all reasonable and documented out-of-pocket costs and expenses of the Agents, the Custodian, the Document Custodian Administrative Agent and the Securities Intermediary, Documentation Agent (including, without limitation, reasonable and documented fees and disbursements of special counsel Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇), in connection with the preparation, syndications and administration preparation of this Agreement, the Loan Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and Default or alleged Default hereunder, (ii) all reasonable fees and documented disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by any the Administrative Agent, including reasonable Documentation Agent and documented each Bank, including, without limitation, fees and disbursements of counsel for the Administrative Agent, the Documentation Agent and each Agentof the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For ; provided, however, that the sake of clarity, attorneys' fees and disbursements for which Borrower is obligated under this Section 12.3(asubsection (a)(iii) shall not impose any payment obligation on be limited to the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. reasonable non-duplicative fees and disbursements of (bA) The Borrower agrees to indemnify the counsel for Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary (B) counsel for Documentation Agent and each Lender, their respective affiliates and the respective directors, officers, agents and employees (C) counsel for all of the foregoing Banks as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (each, an “Indemnitee”a)(iii) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, shall be limited to the reasonable non-duplicative costs and expenses of any kindAdministrative Agent and Documentation Agent. For purposes of this Section 9.3(a)(iii), including, without limitation, the reasonable and documented fees and disbursements of (1) counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee Administrative Agent shall be designated mean a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the single outside law firm representing Administrative Agent, (2) counsel for Documentation Agent shall mean a single outside law firm representing Documentation Agent (which may or may not be the Collateral same law firm representing Administrative 68 75 Agent, the Lenders or of their rights ) and remedies (including, without limitation, foreclosure3) under any agreements creating any such Lien, (iv) the failure counsel for all of the Collateral Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing either or both of Administrative Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Documentation Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4).

Expenses; Indemnification. (a) The Borrower shall Debtor will pay promptly, and in any event within thirty (30) days of a delivery of an invoice, all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of the Administrative Agent and each Lender, regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, charges and expenses of counsel for the Administrative Agent (and reasonable and documented out-of-pocket fees, costs, client charges and expenses of one outside counsel and one local counsel in each relevant jurisdiction for the Lenders taken as a whole), accounting, due diligence, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 4.2(j) or 4.2(n) or the review of any of the agreements, instruments and documents referred to in Section 4.2(e)), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Administrative Agent’s or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against the Administrative Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Administrative Agent’s or the Lenders’ claims against any Loan Party under the Loan Documents, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the filing of any petition, complaint, answer, motion or other pleading by the Administrative Agent or any Lender, or the taking of any action in respect of the Collateral, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any location of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by the Administrative Agent or any Lender of any customary advice from professionals with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Loan Parties agree to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Administrative Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Loan Parties agree to save the Administrative Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if any Loan Party fails to perform any covenant or agreement contained herein or in any other Loan Document, the Administrative Agent may (but shall be under no obligation to) itself perform or cause performance of such covenant or agreement, and the reasonable and documented out-of-pocket expenses of the AgentsAdministrative Agent incurred in connection therewith shall be reimbursed on written demand by the Loan Parties. (b) In addition to Debtor’s other Obligations under this Agreement, Debtor agrees to defend, protect, indemnify and hold harmless each Secured Party and all of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively called the Custodian“Indemnitees”) from and against any and all losses, the Document Custodian damages, liabilities, obligations, penalties, fees, reasonable and the Securities Intermediarydocumented out-of-pocket costs, charges and expenses (including, without limitation, reasonable and documented fees out-of-pocket attorneys’ fees, costs and disbursements expenses but limited in the case of counsel in connection with attorneys’ fees, costs and expenses to the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole, or solely in the case of an actual or perceived conflict of interest, one additional counsel for all affected Indemnitees taken as a whole, and, if necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs Debtor of such conflict and thereafter retains its own counsel one additional counsel in each relevant jurisdiction to each group of similarly situated affected Indemnitees) incurred by such Indemnitees, whether prior to or from and after the Closing Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any Agentof the following: (i) the negotiation, including reasonable and documented fees and disbursements preparation, execution or performance or enforcement of counsel for each Agentthis Agreement, any other Loan Document or of any other document executed in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collectiontransactions contemplated by this Agreement, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a(ii) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, ’s or any Lender’s furnishing of funds to Debtor under this Agreement or the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindother Loan Documents, including, without limitation, the reasonable management of any such Loans or ▇▇▇▇▇▇’s use of the proceeds thereof, (iii) the Administrative Agent and documented fees and disbursements the Lenders relying on any instructions of counsel for each AgentDebtor or the handling of Collateral as herein provided, which may be incurred (iv) any matter relating to the entering into and/or performance of the Administrative Agent or any Lender under this Agreement or the other Loan Documents or by such Indemnitee any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents or the exercise of any investigativeof their rights, administrative duties or judicial remedies provided herein or in the other Loan Documents or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this Section 9.9(b) for any Indemnified Matter (1) caused by the gross negligence, bad faith or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction or (2) solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent and other than any claims arising out of any act or omission of Debtor or any other Loan Party. By accepting the benefits hereof, each Indemnitee agrees to refund and return any and all amounts paid by Debtor to such Indemnitee to the extent items in clauses (1) and (2) above occur. This Section 9.9(b) shall not apply to Taxes other than any Taxes that represent losses, claims, damages or liabilities in respect of a non-Tax claim or any Taxes indemnifiable under Section 2.11. (c) To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 9.9 may be unenforceable because it is violative of any law or public policy, Debtor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. (d) No party hereto shall assert, and each party hereto hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not such Indemnitee shall be designated a party thereto) that may at any time (includingthe claim therefor is based on contract, without limitation, at any time following the payment of the Obligations) be tort or duty imposed on, asserted against or incurred by any Indemnitee applicable Requirement of Law) arising out of, in connection with, as a result of, or arising out of, or in any way related to to, this Agreement or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any other Loan Document or any document relating agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Collateral Loan or (vi) any loss arising from any action or inaction the use of the Borrower proceeds thereof or any of its Affiliates regarding the administration of any Collateral act or otherwise relating omission or event occurring in connection therewith, and each party hereto hereby waives, releases and agrees not to such Collateral (other than an Obligor’s financial inability to make payments with respect to sue upon any such Collateral) but excluding, in each case, as to any Indemnitee, claim or seek any such losses, liabilities, damages, expenses whether or costs incurred by reason of the bad faith, gross negligence not accrued and whether or willful misconduct by such Indemnitee with respect not known or suspected to exist in its obligations under this Agreement as finally determined by a court of competent jurisdiction. favor. (e) The Borrower’s obligations under indemnities and waivers set forth in this Section 12.3 9.9 shall survive the termination of this Agreement and the payment repayment of the Obligations Obligations, the discharge of any Liens granted under the Loan Documents and the resignation or removal of an the Administrative Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket costs and expenses of the AgentsAdministrative Agent and its Affiliates, including the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agentfees, including reasonable and documented fees charges and disbursements of counsel for each Agentthe Administrative Agent and its Affiliates, in connection with syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Administrative Agent and its Affiliates taken as a whole 105 and, if reasonably necessary, one local counsel in any relevant and material jurisdiction), and (ii) all out-of-pocket costs and expenses (including, without limitation, the fees, charges and disbursements of outside counsel (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Administrative Agent and its Affiliates and the Lenders taken as a whole and, if reasonably necessary, one local counsel in any relevant and material jurisdiction)) incurred by the Administrative Agent and its Affiliates or any Lender in connection with the enforcement or protection of the Loan Documents its rights in connection with this Agreement and the instruments referred to therein and such collectionother Loan Documents, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, including its rights under this Section 12.3(a) shall not impose 11.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any payment obligation on the Borrower with workout, restructuring or negotiations in respect to Taxes, which obligation shall be addressed solely by Section 11.4of such Loans. (b) The Borrower agrees to Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary each Lender and each Lender, their respective affiliates and the respective directors, officers, agents and employees Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from and against from, any and all liabilitieslosses, lossesclaims, damages, costs liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Indemnitees taken as a whole, and, solely in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnitees taken as a whole, and, if reasonably necessary, one local counsel in any kindrelevant and material jurisdiction)), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party 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 (including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with Indemnitee’s reliance on any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out ofCommunication executed using an Electronic Signature, or in any way related to the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or by reason of, (i) any thereunder or the consummation of the transactions contemplated by the Loan Documents hereby or the execution, delivery or performance of any Loan Documentthereby, (ii) any Loan or the grant to use or proposed use of the Collateral Agent, the Lenders of any Lien, on the Collateralproceeds therefrom, (iii) the exercise use by the Administrative Agent, the Collateral Agent, the Lenders any Person of any information or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lienmaterials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the failure Borrowers or any of their Subsidiaries, or any Environmental Liability of the Collateral Agent to have a valid and perfected Lien on Borrowers or any Collateralof their Subsidiaries, or (v) a breach by the Borrower of any representationactual or prospective claim, warranty litigation, investigation or covenant contained in any Loan Document or any document proceeding relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of its Affiliates regarding the administration of whether any Collateral or otherwise relating to Indemnitee is a party thereto; provided that such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each caseindemnity shall not, as to any Indemnitee, any be available to the extent that such losses, liabilitiesclaims, damages, liabilities or related expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally (x) are determined by a court of competent jurisdiction. The Borrowerjurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) relate to the presence or Release of Hazardous Materials or any violation of Environmental Laws that first occurs at any property after such property is transferred to an Indemnitee by means of foreclosure, deed-in-lieu of foreclosure or similar transfer, and is not an Environmental Liability of the Borrowers or any of 106 their Subsidiaries. Clause (b) of this Section 11.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) [RESERVED]. (d) To the extent that the Borrowers fail to pay any amount required to be paid to the Administrative Agent or any Related Party of any of the foregoing, under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent or such Related Party as applicable, such ▇▇▇▇▇▇’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or the use of proceeds thereof. No Indemnitee referred to in clause (b) 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 such liability is determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence, willful misconduct or bad faith. (f) All amounts due under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation 11.3 shall be addressed solely by Section 11.4payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall agrees to pay (i) on demand all reasonable costs and documented out-of-pocket expenses of the AgentsAgent in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the Custodianother Credit Documents, the Document Custodian and the Securities Intermediaryother documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agentthe Agent (including the cost of internal counsel) with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Credit Documents. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Banks, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Credit Documents and the instruments referred other documents to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4delivered hereunder. (b) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Agent and each Lender, Bank and each of their Affiliates and their respective affiliates and the respective officers, directors, officersemployees, agents agents, and employees of the foregoing advisors (each, an “Indemnitee”"Indemnified Party") and hold each Indemnitee harmless from and against any and all liabilitiesclaims, damages, losses, damagesliabilities, costs costs, and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligationsreasonable attorneys' fees) that may be imposed on, asserted against or incurred by or asserted or awarded against any Indemnitee as a result ofIndemnified Party, or in each case arising out of, of or in any way related to connection with or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under in connection with any agreements creating any such Lien97 103 investigation, (ivlitigation, or proceeding or preparation of defense in connection therewith) the failure Credit Documents, any of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by transactions contemplated herein or the Borrower of any representation, warranty actual or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction proposed use of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason proceeds of the bad faithLoans, gross negligence except to the extent such claim, damage, loss, liability, cost, or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any of the Credit Parties, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower’s Borrower agrees not to assert any claim against the Agent, any Bank, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. (c) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations under of the Borrower contained in this Section 12.3 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Commitments hereunder.

Expenses; Indemnification. 21.1 EGH, EGH Holdco, EOC and OpCo Holdco (aand for the avoidance of doubt, any successors thereto) The Borrower hereby agree, subject to applicable law, to (or shall pay cause an affiliate thereof to) reimburse Employee for his expenses (i) all including reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented legal fees and disbursements costs) incurred in anticipation of counsel and/or in connection with the preparationTransactions (as defined in the Merger Agreement), syndications including the drafting, negotiation and administration execution of this Agreement, the Loan Documents Agreement (and any documents exhibits, schedules or other attachments hereto) and instruments referred to therein, and further modifications or syndications the consummation of the Loans transactions contemplated hereby and thereby. Any such reimbursements shall be paid the earlier of (i) the Closing (as defined in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; Merger Agreement) and (ii) all reasonable if the Merger Agreement is terminated, promptly following invoices being submitted for reimbursement; provided that any expenses submitted for advancement pursuant to Subsection 21.2 shall be paid promptly upon being submitted for payment as those expenses are incurred. 21.2 From and documented out-of-pocket expenses incurred after the date hereof, to the fullest extent permitted by any Agentapplicable law, including reasonable and documented fees and disbursements of counsel for each Agentas the same exists or may hereafter be amended (but, in connection with the enforcement case of any such amendment, only to the Loan Documents extent that such amendment permits EGH, EGH Holdco, EOC or OpCo Holdco, as applicable, to provide broader indemnification rights than such law permitted EGH, EGH Holdco, EOC or OpCo Holdco, as applicable, to provide prior to such amendment), EGH, EGH Holdco, EOC and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) OpCo Holdco shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless harmless, and advance expenses to, Employee if he is made or is threatened to be made a party or is otherwise involved in any Transaction Litigation (as defined in the Merger Agreement) in any capacity from and against any and all liabilitieslosses, lossesclaims, demands, costs, damages, costs and liabilities, expenses of any kind, including, without limitation, the reasonable and documented nature (including attorneys’ fees and disbursements of counsel for each Agentdisbursements), which may be judgments, penalties, fines and amounts paid in settlement (including all interests, taxes, assessments and other charges in connection therewith) actually and reasonably incurred by such Indemnitee Employee or on Employee’s behalf in connection with therewith. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 21 shall not be deemed exclusive of any investigativeother rights to indemnification or advancement of expenses that Employee may now or in the future be entitled under any by-law, administrative agreement, contract, vote of stockholders or judicial proceeding disinterested directors or otherwise of EGH, EGH Holdco, EOC or OpCo Holdco. To the extent not prohibited by applicable law, EGH, EGH Holdco, EOC and OpCo Holdco shall pay the expenses (whether including attorneys’ fees) incurred by Employee or not on Employee’s behalf in defending any Transaction Litigation in advance of its final disposition; provided, however, that, to the extent required by applicable law, such Indemnitee payment of expenses in advance of the final disposition of the Transaction Litigation shall be designated made only upon receipt of an undertaking by Employee to repay all amounts advanced if it should be ultimately determined in a party theretofinal adjudication that Employee is not entitled to be indemnified under this Section 21 or otherwise. If a claim for indemnification or advancement of expenses under this Section 21 is not paid in full within thirty (30) that days after a written claim therefor by Employee has been received by EGH, EGH Holdco, EOC or OpCo Holdco, Employee may at any time (includingfile suit to recover the unpaid amount of such claim and, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any way related such action EGH, EGH Holdco, EOC and OpCo Holdco shall have the burden of proving that Employee is not entitled to the requested indemnification or by reason of, advancement of expenses. In (i) any suit brought by EGH, EGH Holdco, EOC or OpCo Holdco to recover an advancement of expenses pursuant to the terms of an undertaking, EGH, EGH Holdco, EOC or OpCo Holdco shall be entitled to recover such expenses upon a final adjudication that, you have not met any applicable standard for indemnification set forth in the General Corporation Law of the transactions contemplated by the Loan Documents or the executionState of Delaware and binding upon EGH, delivery or performance of any Loan DocumentEGH Holdco, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights EOC and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments OpCo Holdco with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any requested indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4advancement of expenses.

Expenses; Indemnification. (a) The Borrower Issuer shall pay on demand all the actual and reasonable costs, fees and expenses of(i) the Agents in connection with the negotiation, preparation, execution and administration of the Financing Documents and any consents, amendments, waivers or other modifications thereto, or any Default or alleged Default hereunder; (iii) furnishing all opinions by counsel for the Issuer and the Guarantors (including any opinions reasonably requested by the Administrative Agent or Required Lenders as to any legal matters arising hereunder) and of the Issuer's and the Guarantors' performance of and compliance with all agreements and conditions on its part to be performed or complied with under this Agreement and the other Financing Documents, including with respect to confirming compliance with environmental, insurance and solvency requirements; (iii) counsel to the Agents (including the reasonable fees and documented out-of-pocket expenses of O'Melveny & ▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Agents) in connection with the negotiation, preparation, execution and administration of the Financing Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Issuer or any Guarantor, provided that it is acknowledged that the Agents have retained O'Melveny & ▇▇▇▇▇ LLP principally in respect of Bankruptcy Code matters and that after the Closing Date, in the absence of an Event of Default, there will be only one principal counsel (as opposed to any local counsel or similar specialized retention) retained by the Agents, (iv) creating and perfecting Liens in favor of the CustodianCollateral Agent on behalf of Lenders pursuant to any Collateral Document, the Document Custodian including filing and the Securities Intermediaryrecording fees, includingexpenses and taxes, without limitationstamp or documentary taxes, search fees, title insurance premiums, and reasonable and documented fees fees, expenses and disbursements of counsel providing any opinions that any Agent or Required Lenders may reasonably request in respect of the Collateral Documents or the Liens created pursuant thereto; (v) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ in connection with the preparationnegotiation, syndications preparation and administration execution of this Agreement, the Loan Financing Documents and for a period of six months after the Closing Date in connection with the administration thereof; (vi) the Agents in connection with the custody or preservation of any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any DefaultCollateral; and (iivii) all reasonable and documented out-of-pocket expenses incurred by if any AgentEvent of Default occurs, any Lender Party, including actual and reasonable and documented costs, fees and disbursements expenses of counsel for each Agentcounsel, in connection with the enforcement such Event of the Loan Documents Default and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For , including the sake negotiation of clarity, this Section 12.3(a) shall not impose any payment obligation on restructuring or "workout" of the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Issuer's obligations under the Financing Documents. (b) The Borrower In addition to the payment of expenses pursuant to Section 12.03(a), whether or not the transactions contemplated hereby shall be consummated, the Issuer agrees to indemnify the Administrative Agentdefend (subject to Indemnitee's selection of counsel), the Collateral Agentindemnify, the Collateral Administratorpay and hold harmless Agents and Lenders, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective officers, directors, officersemployees, agents and employees affiliates of the foregoing Agents and Lenders (eachcollectively called the "Indemnitees"), an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilitiesIndemnified Liabilities (as hereinafter defined); provided, losses, damages, costs and expenses of that the Issuer shall not have any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by obligation to any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments hereunder with respect to any Indemnified Liabilities to the extent such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of Indemnified Liabilities arise from the bad faith, gross negligence or willful misconduct by such of that Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket costs and expenses of the AgentsAdministrative Agent and its Affiliates, including the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agentfees, including reasonable and documented fees charges and disbursements of counsel for each Agentthe Administrative Agent and its Affiliates, in connection with syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Administrative Agent and its Affiliates taken as a whole and, if reasonably necessary, one local counsel in any relevant and material jurisdiction), and (ii) all out-of-pocket costs and expenses (including, without limitation, the fees, charges and disbursements of outside counsel (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Administrative Agent and its Affiliates and the Lenders taken as a whole and, if reasonably necessary, one local counsel in any relevant and material jurisdiction)) incurred by the Administrative Agent and its Affiliates or any Lender in connection with the enforcement or protection of the Loan Documents its rights in connection with this Agreement and the instruments referred to therein and such collectionother Loan Documents, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, including its rights under this Section 12.3(a) shall not impose 11.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any payment obligation on the Borrower with workout, restructuring or negotiations in respect to Taxes, which obligation shall be addressed solely by Section 11.4of such Loans. (b) The Borrower agrees to Borrowers shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary each Lender and each Lender, their respective affiliates and the respective directors, officers, agents and employees Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from and against from, any and all liabilitieslosses, lossesclaims, damages, costs liabilities and related expenses of any kind, including, without limitation, (including the reasonable and documented fees fees, charges and disbursements of any counsel for each Agent, which may be incurred by such any Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee provided that reimbursement of legal expenses shall be designated limited to the expenses of one counsel to the Indemnitees taken as a party thereto) that may at whole, and, solely in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnitees taken as a whole, and, if reasonably necessary, one local counsel in any time (includingrelevant and material jurisdiction)), without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or in any way related to or by reason of, 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 by the Loan Documents hereby or the execution, delivery or performance of any Loan Documentthereby, (ii) any Loan or the grant to use or proposed use of the Collateral Agent, the Lenders of any Lien, on the Collateralproceeds therefrom, (iii) the exercise use by the Administrative Agent, the Collateral Agent, the Lenders any Person of any information or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lienmaterials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the failure Borrowers or any of their Subsidiaries, or any Environmental Liability of the Collateral Agent to have a valid and perfected Lien on Borrowers or any Collateralof their Subsidiaries, or (v) a breach by the Borrower of any representationactual or prospective claim, warranty litigation, investigation or covenant contained in any Loan Document or any document proceeding relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of its Affiliates regarding the administration of whether any Collateral or otherwise relating to Indemnitee is a party thereto; provided that such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each caseindemnity shall not, as to any Indemnitee, any be available to the extent that such losses, liabilitiesclaims, damages, liabilities or related expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally (x) are determined by a court of competent jurisdiction. The Borrowerjurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) relate to the presence or Release of Hazardous Materials or any violation of Environmental Laws that first occurs at any property after such property is transferred to an Indemnitee by means of foreclosure, deed-in-lieu of foreclosure or similar transfer, and is not an Environmental Liability of the Borrowers or any of their Subsidiaries. Clause (b) of this Section 11.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) [RESERVED]. (d) To the extent that the Borrowers fail to pay any amount required to be paid to the Administrative Agent or any Related Party of any of the foregoing, under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent or such Related Party as applicable, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or the use of proceeds thereof. No Indemnitee referred to in clause (b) 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 such liability is determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence, willful misconduct or bad faith. (f) All amounts due under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation 11.3 shall be addressed solely by Section 11.4payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall Credit Parties jointly and severally agree to pay (i) within 30 days upon presentation of an invoice all reasonable costs and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel Administrative Agent in connection with the syndication, preparation, syndications execution, delivery, administration, modification, and administration amendment of this Credit Agreement, the Loan Documents and any documents and instruments referred to thereinother Credit Documents, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred other documents to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kinddelivered hereunder, including, without limitation, the reasonable and documented fees and disbursements expenses of counsel for each Agentthe Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Credit Documents. The Credit Parties further jointly and severally agree to pay within 30 days upon presentation of an invoice all reasonable costs and expenses of the Administrative Agent and the Banks, which may be incurred by such Indemnitee if any (including, without limitation, reasonable attorneys’ fees and expenses), in connection with any investigative, administrative or judicial proceeding the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Credit Documents and the other documents to be delivered thereunder. (b) Whether or not the transactions contemplated hereby are consummated, the Borrowers agrees to indemnify, save and hold harmless each Agent-Related Person, each Bank and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent or any Bank) relating directly or indirectly to a claim, demand, action or cause of action that such Indemnitee shall be designated a party theretoPerson asserts or may assert against any Credit Party, any Affiliate of any Credit Party or any of their respective officers or directors; (b) any and all claims, demands, actions or causes of action that may at any time (including, without limitation, including at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment repayment of the Obligations and the resignation or removal of the Administrative Agent or the replacement of any Bank) be asserted or imposed against any Indemnitee, arising out of or relating to, the Credit Documents, any predecessor Credit Documents, the Commitments, the use or contemplated use of the proceeds of any Extension of Credit, or the relationship of any Credit Party, the Administrative Agent and the Banks under this Credit Agreement or any other Credit Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including reasonable fees and costs of counsel) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an AgentIndemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any claim caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. For the sake of clarity, The agreements in this Section 12.3(bshall survive the termination of the Commitments and repayment of all the other Obligations. (c) Without prejudice to the survival of any other agreement of the Credit Parties hereunder, the agreements and obligations of the Credit Parties contained in this Section 11.5 shall not impose any indemnification or similar obligation on survive the Borrower with respect to Taxesrepayment of the Loans, which obligation shall be addressed solely by Section 11.4LOC Obligations and other obligations under the Credit Documents and the termination of the Commitments hereunder.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an ““Indemnitee” ”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; Default and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the U.S. Bank National Association as Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “"Indemnitee”") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of separate counsel for each AgentAgent (collectively, "Damages"), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party theretothereto and whether or not involving the Borrower or any third party) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, Agent and the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, Agent or the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral Collateral, (vi) any enforcement by an Indemnitee of this Agreement, including the indemnity obligations herein, or (vivii) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s 's financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under of this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s 's obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to TaxesTaxes (other than any Taxes that represent losses or damages arising from any non-Tax claim). Notwithstanding anything to the contrary herein, the Borrower shall not be liable for any consequential, punitive, indirect or special damages or loss of profits relating to this Agreement or the Loan Documents or in respect of any Collateral or arising out of its activities in connection herewith or therewith (whether before or after the date hereof); provided that this sentence shall in no way limit or vitiate any obligations of the Borrower to indemnify the Indemnitees hereunder for any such Damages asserted against the Indemnitees by third parties. (c) Without limiting any other rights which obligation any such Person may have hereunder or under Applicable Law, the Servicer agrees to indemnify the Indemnitees forthwith on demand, from and against any and all Damages in each case arising out of or in connection with any acts or omissions of the Servicer constituting bad faith, gross negligence or willful misconduct on the part of the Servicer in connection with this Agreement, any other Loan Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), excluding, however, Damages payable to an Indemnitee (a) to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from gross negligence or willful misconduct on the part of any Indemnitees, (b) to the extent that any such liability results from a claim solely between or among Lenders and not arising out of any act or omission on the part of the Servicer and (c) resulting from the performance of the Collateral Loans. Indemnification under this Section 12.3 shall be addressed solely by Section 11.4.survive the termination of this Agreement and the resignation or removal of any Indemnitees and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation, including the costs and expenses of enforcing this section. This

Expenses; Indemnification. (a) The Borrower shall pay (i) Obligors jointly and severally agree to reimburse each of the Secured Parties for all reasonable and documented out-of-pocket costs and expenses incurred or made by any of them (including the Agentsreasonable fees, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees expenses and disbursements of counsel external legal counsel) in connection with (i) the preparation, syndications entry into this Agreement and administration of this Agreementthereof, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any AgentDefault, Event of Default or any enforcement or collection proceeding resulting therefrom, including reasonable all manner of participation in or other involvement with (w) performance by Collateral Agent of any obligations of the Obligors in respect of the Collateral that the Obligors have failed or refused to perform, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and documented fees for the care of the Collateral and disbursements defending or asserting rights and claims of counsel for each AgentCollateral Agent in respect thereof, in connection with by litigation or otherwise, including expenses of insurance, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (iii) the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes5.04, which obligation and all such costs and expenses shall be addressed solely by Secured Obligations entitled to the benefits of the collateral security provided pursuant to Section 11.43. (b) The Borrower Each Obligor agrees to indemnify the Administrative Agentpay, the and to hold Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Agent and each Lenderother Secured Party harmless from, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, obligations, losses, damages, costs and penalties, actions, judgments, suits, costs, expenses or disbursements of any kindkind or nature whatsoever with respect to, includingor resulting from any delay in paying, without limitationany and all stamp, the reasonable and documented fees and disbursements of counsel for each Agentexcise, sales or other taxes which may be incurred by such Indemnitee payable or determined to be payable with respect to any of the Collateral or in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents this Agreement. (c) Each Obligor agrees to pay, and to hold Collateral Agent and each other Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery or delivery, enforcement, performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement in accordance with Section 17.11 of the NIA and Section 8.1 of the Note Purchase Agreement. (d) The agreements in this Section 5.04 shall survive repayment of the Secured Obligations and all other amounts payable under the NIA and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4other Agreement Documents.

Expenses; Indemnification. (a) The Borrower shall pay agrees (i) to pay or reimburse the Administrative Agent for all reasonable costs and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel incurred in connection with the development, preparation, syndications negotiation and administration execution of this Agreementthe Fee Letter, the Loan commitment letter related thereto, this Agreement and the other Senior Credit Documents and other Transaction Documents (and for the purposes of Attorney Costs of external counsel in connection therewith shall be the Attorney Costs of McGuireWoods LLP and no other external legal counsel, including any documents and instruments referred to thereinlegal counsel of the Lenders), and further modifications any amendment, waiver, consent or syndications other modification of the Loans in connection therewithprovisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the administration of the Loanstransactions contemplated hereby and thereby, any waiver or consent hereunder or any amendment or modification hereof or any Default; including all Attorney Costs, and (ii) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Senior Credit Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Loan Documents Senior Credit Obligations and the instruments referred to therein and such collectionduring any legal proceeding), bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake including all Attorney Costs of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees Attorney Costs of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of one single counsel for each Agent, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, as further delineated in clause (iiic) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.Section

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented, out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented out-of-pocket expenses of the Agentsfees, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facility provided for herein, the preparation, syndications negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents and or any documents and instruments referred to thereinamendments, and further modifications or syndications waivers of the Loans provisions hereof or thereof (whether or not the transactions contemplated in connection therewith, the administration of the Loans, any waiver or consent hereunder this Agreement or any amendment or modification hereof or any Default; other Loan Document shall be consummated), including the fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, the Issuing Banks in connection with the enforcement issuance, amendment, reinstatement, renewal or extension of the Loan Documents any Letter of Credit or any demand for payment thereunder and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a(iii) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, out-of-pocket costs and expenses of any kind, (including, without limitation, the reasonable and documented fees fees, charges and disbursements of counsel for each outside counsel) incurred by the Administrative Agent, which may be incurred by such Indemnitee the Issuing Banks or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or any (b) The Borrower shall indemnify the Administrative Agent (and any investigativesub-agent thereof), administrative each Joint Lead Arranger, each Lender, each Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of one counsel for all Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction for all Indemnitees, taken as a whole (and, in the case of an actual or judicial proceeding potential conflict of interest, (whether i) one additional counsel for all affected Indemnitees, taken as a whole, and (ii) one additional local counsel for all affected Indemnitees, taken as a whole)), incurred by any Indemnitee or not such asserted against any Indemnitee shall be designated by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a party theretoresult of (i) that may at the execution or delivery of this Agreement, any time other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, at the Indemnitee’s reliance on any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out ofCommunications executed using an Electronic Signature, or in any way related to the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or by reason of, (i) any thereunder or the consummation of the transactions contemplated by hereby or thereby, or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents or the execution, delivery or performance (including in respect of any Loan Documentmatters addressed in Section 2.19), (ii) any Loan or Letter of Credit or the grant use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the Collateral Agent, documents presented in connection with such demand do not strictly comply with the Lenders terms of any Lien, on the Collateralsuch Letter of Credit), (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders any actual or alleged presence or Release of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien Hazardous Materials on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action property owned or inaction of operated by the Borrower or any of its Affiliates regarding Subsidiaries, or any Environmental Liability related in any way to the administration Borrower or any of its Subsidiaries, or (iv) any Collateral actual or otherwise 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 other Loan Party, regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each caseindemnity shall not, as to any Indemnitee, any be available to the extent that such losses, liabilitiesclaims, damages, liabilities or related expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally are determined by a court of competent jurisdiction. The Borrowerjurisdiction by final and non-appealable judgment to (x) have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or (z) a dispute solely between or among Indemnitees (other than any claim, litigation, investigation or proceeding that is brought by or against the Administrative Agent or any Joint Lead Arranger, acting in its capacity as the Administrative Agent or as a Joint Lead Arranger) and not involving any act or omission or the Borrower or any of its Subsidiaries or any of their respective Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Syndtrak, Intralinks or any other Internet or intranet website, except as a result of such Indemnitee’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the provisions of Section 2.19(c), this Section 10.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent, each Issuing Bank and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, any Joint Lead Arranger or any Issuing Bank under subsection (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the applicable Joint Lead Arranger, the applicable Issuing Bank, or such Related Party, as the case may be, such ▇▇▇▇▇▇’s pro rata share (in accordance with its respective Commitment (or Credit Exposure, as applicable) determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Joint Lead Arranger or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent). (e) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE LENDERS SHALL NOT ASSERT, AND EACH HEREBY WAIVES, AND ACKNOWLEDGES THAT NO OTHER PERSON SHALL HAVE, ANY CLAIM AGAINST THE OTHERS (INCLUDING ANY INDEMNITEE), ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO ACTUAL OR DIRECT DAMAGES) ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY LOAN OR ANY LETTER OF CREDIT OR THE USE OF PROCEEDS THEREOF; PROVIDED THAT NOTHING IN THIS SUBSECTION (E) SHALL RELIEVE THE BORROWER OF ANY OBLIGATION IT MAY HAVE TO INDEMNIFY ANY INDEMNITEE AGAINST SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ASSERTED AGAINST SUCH INDEMNITEE BY A THIRD PARTY. NO INDEMNITEE REFERRED TO IN SUBSECTION (B) ABOVE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED TO SUCH UNINTENDED RECIPIENTS BY SUCH INDEMNITEE 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. (f) All amounts due under this Section 12.3 shall be payable not later than ten (10) Business Days after written demand therefor. (g) The agreements in this Section 10.3 and the indemnity provisions of Section 9.5 shall survive the resignation of the Administrative Agent and the Issuing Banks, the replacement of any Lender, the termination of this Agreement the Aggregate Commitments and the payment repayment, satisfaction or discharge of all the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4other Obligations.

Expenses; Indemnification. (a) The Borrower Borrowers, jointly and severally, shall pay (i) all reasonable reimburse the Agent and documented the Arranger for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agents, Agent) paid or incurred by the Custodian, Agent or the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel Arranger in connection with the preparation, syndications negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet or through a service such as Intralinks), review, amendment, modification, and administration of this Agreementthe Loan Documents. The Borrowers, jointly and severally, also agree to reimburse the Agent, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewithArranger, the administration of LC Issuer and the LoansLenders for any costs, any waiver or consent hereunder or any amendment or modification hereof or any Default; internal charges and (ii) all reasonable and documented out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, the Arranger, the LC Issuer and the Lenders, which attorneys may be employees of the Agent, the Arranger, the LC Issuer or the Lenders) paid or incurred by any the Agent, including reasonable and documented fees and disbursements of counsel for each Agentthe Arranger, the LC Issuer or any Lender in connection with the restructuring, collection and enforcement of the Loan Documents and Documents. Expenses being reimbursed by the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, Borrowers under this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxesinclude, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damageswithout limitation, costs and expenses incurred in connection with: (i) appraisals of all or any portion of the Collateral, each parcel of real Property or interest in real Property described in any Collateral Document, which appraisals shall be in conformity with the applicable requirements of any kindlaw or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the reasonable provisions of Title XI of the Financial Institutions Reform, Recovery and documented Enforcement Act of 1989, as amended, reformed or otherwise modified from time to time, and any rules promulgated to implement such provisions (including travel, lodging, meals and other out of pocket expenses for inspections of the Collateral and the Borrowers' operations by the Agent) plus the Agent's then customary charge for field examinations and audits and the preparation of certain audit reports (the "Reports") which the Borrowers acknowledge may be prepared by Bank One from time to time and which the Borrowers agree may be distributed to the Lenders by Bank One pertaining to the Borrowers' assets from information furnished to it by or on behalf of the Borrowers, after Bank One has exercised its rights of inspection pursuant to this Agreement (such charge is currently $850 per day (or portion thereof) for each Person retained or employed by the Agent with respect to each field examination or audit); (ii) any amendment, modification, supplement, consent, waiver or other documents prepared with respect to any Loan Document and the transactions contemplated thereby; (iii) lien and title searches and title insurance; (iv) taxes, fees and disbursements of counsel other charges for each recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Agent, which may be 's Liens (including costs and expenses paid or incurred by such Indemnitee the Agent in connection with the consummation of the Agreement); (v) sums paid or incurred to take any investigativeaction required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; (vi) any litigation, administrative contest, dispute, proceeding or judicial proceeding action (whether instituted by the Agent, the LC Issuer, any Lender, any Loan Party or any other Person and whether as to party, witness or otherwise) in any way relating to the Collateral, the Loan Documents or the transactions contemplated thereby; and (vii) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Funding Accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. The foregoing shall not such Indemnitee shall be designated a party theretoconstrued to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the Borrowers. All of the foregoing costs and expenses may be charged to the Borrowers' Loan Accounts as Revolving Loans or to another deposit account, all as described in Section 2.17(b). (b) that may at any time The Borrowers, jointly and severally, hereby further agree to indemnify the Agent, the Arranger, the LC Issuer each Lender, their respective Affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, at all expenses of litigation or preparation therefor whether or not the Agent, the Arranger, the LC Issuer any time following the payment Lender or any Affiliate is a party thereto) which any of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or them incurs arising out ofof or relating to this Agreement, or in any way related to or by reason ofthe other Loan Documents, (i) any of the transactions contemplated by the Loan Documents hereby or the execution, delivery direct or performance indirect application or proposed application of the proceeds of any Loan Document, (ii) the grant Credit Extension hereunder except to the Collateral Agent, the Lenders extent that they are determined in a final non-appealable judgment by a court of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent competent jurisdiction to have a valid and perfected Lien on any Collateral, (v) a breach by resulted from the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdictionthe party seeking indemnification. The Borrower’s obligations of the Borrowers under this Section 12.3 9.6 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Agreement.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented reasonable, out-of-pocket costs and expenses of the AgentsAdministrative Agent and its Affiliates, including the Custodianreasonable fees, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the preparationsyndication of the credit facility provided for herein, syndications the preparation and administration of this Agreement, the Loan Documents and any documents and instruments referred to thereinamendments, and further modifications or syndications of waivers thereof (whether or not the Loans transactions contemplated in connection therewith, the administration of the Loans, any waiver or consent hereunder this Agreement or any amendment or modification hereof or any Default; other Loan Document shall be consummated), including the fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any AgentLetter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, including without limitation, the reasonable and documented fees fees, charges and disbursements of counsel for each outside coun­sel and the allocated cost of inside counsel) incurred by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loan Documents and the instruments referred to therein and Loans made or any Letters of Credit issued hereunder, including all such collectionout-of-pocket expenses incurred during any workout, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake restructuring or negotiations in respect of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4such Loans or Letters of Credit. (b) The Borrower agrees shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party 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, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to indemnify 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 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, or any Environmental Liability 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 other Loan Party, regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Syndtrak, Intralinks or any other Internet or intranet website, except as a result of such Indemnitee’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. (c) The Borrower shall pay, and hold the Administrative Agent, the Collateral Issuing Bank and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with re­spect to this Agreement and any other Loan Documents, any collateral described therein or any payments due thereunder, and save the Administrative Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Issuing Bank and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee Lender harmless from and against any and all liabilitiesliabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent or the Issuing Bank under subsection (a), losses(b) or (c) hereof, damageseach Lender severally agrees to pay to the Administrative Agent or the Issuing Bank, costs and expenses as the case may be, such Lender’s pro rata share (in accordance with its respective Commitment (or Credit Exposure, as applicable) determined as of any kindthe time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified payment, includingclaim, without limitationdamage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such. (e) To the extent permitted by applicable law, the reasonable Borrower, the Administrative Agent and documented fees the Lenders shall not assert, and disbursements each hereby waives, any claim against the others (including any Indemnitee), on any theory of counsel liability, for each Agentspecial, which may be incurred by such Indemnitee in connection with any investigativeindirect, administrative consequential or judicial proceeding punitive damages (whether as opposed to actual or not such Indemnitee shall be designated a party theretodirect damages) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, in connection with or in as a result of this Agreement, any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any other Loan Document or any document relating to agreement or instrument contemplated hereby, the transactions contemplated therein, any Collateral or (vi) any loss arising from any action or inaction of the Borrower Loan or any Letter of its Affiliates regarding Credit or the administration use of any Collateral or otherwise relating to such Collateral proceeds thereof. (other than an Obligor’s financial inability to make payments with respect to any such Collateralf) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations All amounts due under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i1) all reasonable and documented out-of-pocket expenses of the Agents (in each of their respective capacities), the Blackstone Asset Based Finance Representative, the U.S. Custodian and the Document Custodian, including, without limitation, reasonable fees and disbursements of counsel (which shall be limited to (A) one outside counsel and one local counsel in each appropriate jurisdiction (if reasonably requested by an Agent) for the Administrative Agent, the Collateral Agents, the CustodianCollateral Administrator, the Custodians, the Document Custodian and the Securities Intermediary, includingcollectively, without limitation(B) one outside counsel and one local counsel in each appropriate jurisdiction (if reasonably requested by the Blackstone Asset Based Finance Representative) for the Blackstone Asset Based Finance Representative and the Lenders, reasonable collectively, and documented fees and disbursements of (C) any additional counsel agreed to by the Borrower in connection with the preparation, syndications and administration of this Agreement, the other Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and Default hereunder), (ii2) all reasonable and documented out-of-pocket expenses incurred by any Agentthe Agents (in each of their respective capacities), the Blackstone Asset Based Finance Representative, the U.S. Custodian and the Document Custodian and the Lenders, respectively, including reasonable and documented fees and disbursements of counsel (which shall be limited to (A) one outside counsel for the Blackstone Asset Based Finance Representative and its affiliated Lenders, taken as a whole, (B) one outside counsel for all of the Administrative Agent, Collateral Agents, the Collateral Administrator, the Custodians, the Document Custodian and the Securities Intermediary, taken as a whole, (C) one outside counsel for all the other Lenders, (D) one local counsel in each appropriate jurisdiction for each group listed in clauses (A), (B) and (C) above (if reasonably requested by any Agent, the Blackstone Asset Based Finance Representative or any Lender, respectively) and (E) any additional counsel agreed to by the Borrower) in connection with the enforcement of this Agreement, the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For , and (3) the sake costs and expenses incurred in connection with the initial filing of clarity, this Section 12.3(a) shall not impose any payment obligation on Agreement and all related documents and financial information with the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4SVO. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral AgentBlackstone Asset Based Finance Representative, the Collateral AdministratorAgents, the CustodianCustodians, the Document Custodian, the Securities Intermediary Intermediary, each Lender and each Lender, their respective affiliates Affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all reasonable and documented out-of-pocket liabilities, losses, damages, damages and related costs and expenses of any kindkind (but excluding the fees and expenses of its internal legal counsel and all ordinary internal costs, consisting of overhead and employee costs and expenses incurred by such Indemnitee in connection with its obligations under the Loan Documents), including, without limitation, the reasonable and documented fees and disbursements of counsel for (which, in the case of the Blackstone Asset Based Finance Representative, the Lenders, and any Blackstone Asset Based Finance Entity and Blackstone Asset Based Finance Investor shall be limited to one external counsel and one local counsel in each Agentappropriate jurisdiction) (all of the foregoing, collectively, “Indemnified Amounts”), which may be incurred by such Indemnitee in connection with this Agreement or any of the other Loan Documents or the matters referred to herein or therein, including without limitation in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party theretothereto or whether brought or involving any party hereto or any third party) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i1) any of the transactions contemplated by the Loan Documents or the execution, delivery delivery, performance or performance enforcement of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction. The Borrower’s obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.,

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses of incurred by the AgentsAdministrative Agent, the CustodianSyndication Agent, the Document Custodian Joint Lead Arrangers and their Affiliates (including the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements expenses of counsel for the Administrative Agent), in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, syndications negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents and (other than the Support Agreement) or any documents and instruments referred to thereinamendments, and further modifications or syndications waivers of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification provisions hereof or any Default; and thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) [Reserved] and (iii) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent or any Agent, Lender (including the reasonable and documented fees and disbursements expenses of any counsel for each Agentthe Administrative Agent or any Lender), in connection with the enforcement or protection of the Loan Documents its rights (A) in connection with this Agreement and the instruments referred to therein and other Loan Documents, including its rights under this Section, or (B) in connection with the Advance made hereunder, including all such collectionout of pocket expenses incurred during any workout, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake restructuring or negotiations in respect of clarity, this Section 12.3(a) shall not impose any payment obligation on such Advances; provided that the Borrower with respect shall only be required to Taxespay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, which obligation shall the Syndication Agent, the Joint Lead Arrangers, and the Lenders, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and the Lenders and (z) in the case of an actual or potential conflict of interest, such additional counsel as may be addressed solely by Section 11.4reasonably necessary. (b) The Borrower agrees to shall indemnify the Administrative Agent, the Collateral Agenteach Joint Lead Arranger, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees each Related Party of any of the foregoing Persons (each, each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from and against from, any and all liabilitieslosses, lossesclaims, damages, liabilities and related reasonable and documented out of pocket costs and expenses of any kind, including, without limitation, (including the reasonable and documented fees and disbursements expenses of any counsel for each Agentany Indemnitee), which may be incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with with, or as a result of (i) the execution or delivery of this Agreement, any investigativeother Loan Document or any agreement or instrument contemplated hereby or thereby, administrative the performance by the parties hereto of their respective obligations hereunder or judicial thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or not such any Indemnitee shall be designated is a party thereto) that may at any time (includingand the prosecution and defense thereof, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, of or in any way related connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or by reason of, (i) any of therein or the transactions contemplated by the Loan Documents hereby or the executionthereby, delivery or performance of any Loan Document, including reasonable and documented attorneys’ fees; provided that such indemnity shall (iix) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each casenot, as to any Indemnitee, any be available to the extent that such losses, liabilitiesclaims, damages, liabilities or related costs and expenses or costs incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally are determined by a court of competent jurisdiction. The Borrowerjurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under this Section 12.3 shall survive any other Loan Document, (y) not be available for any claim, litigation, loss or proceeding that is brought by an Indemnified Person against another Indemnified Person not arising from or in connection with any action or omission of the termination Borrower, the Parent or any of this Agreement their respective Subsidiaries or Affiliates (other than against any of the Joint Lead Arrangers or the Administrative Agent in their capacities as such) and (z) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, and the payment of Lenders, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Obligations Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, and the resignation or removal Lenders, and (3) in the case of an Agentactual or potential conflict of interest, such additional counsel as may be reasonably necessary. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4.This

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian Administrative Agent and the Securities IntermediarySyndication Agent and Arranger, including, without limitation, reasonable environmental assessment fees, engineering fees, and documented fees and disbursements of Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇, counsel for the Syndication Agent and Arranger, as well as fees and disbursements of internal counsel, in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any the documents and instruments referred to therein, and further modifications or syndications of the Loans Facility in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; Default or Event of Default hereunder, and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by any Agentthe Administrative Agent and each Bank, including reasonable and documented fees and disbursements of counsel for the Administrative Agent and each Agentof the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary Agent and each LenderBank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, each an “"Indemnitee”") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentcounsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the 97 101 execution, delivery or performance of any Loan Document, (ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Hazardous Substances, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to the Collateral Agent, Administrative Agent and the Lenders Banks of any LienLien in any property or assets of the Borrower or any stock or other equity interest in the Borrower, on the Collateral, and (iiivi) the exercise by the Administrative Agent, Agent and the Collateral Agent, the Lenders or Banks of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, Lien (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses expenses, obligations, penalties, actions, judgments, suits, costs or costs disbursements incurred by reason of (i) the bad faith, gross negligence or willful misconduct by of such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction, (ii) the breach of this Agreement by such Indemnitee, as finally determined by a court of competent jurisdiction and (iii) any investigative, administrative or judicial proceeding imposed or asserted against any Indemnitee by any bank regulatory agency or by any equity holder of such Indemnitee). The Borrower’s 's obligations under this Section 12.3 shall survive the termination of this Agreement and the payment of the Obligations Obligations. (c) The Borrower shall pay, and hold the resignation or removal Administrative Agent and each of an Agent. For the sake of clarityBanks harmless from and against, this Section 12.3(b) shall not impose any indemnification or and all present and future U.S. stamp, recording, transfer and other similar obligation on the Borrower foreclosure related taxes with respect to Taxes, which obligation shall be addressed solely by Section 11.4the foregoing matters and hold the Administrative Agent and each Bank 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 Bank) to pay such taxes.

Expenses; Indemnification. (a) The Borrower shall Borrowers agree to pay (i) on demand all reasonable costs and documented out-of-pocket expenses of the Agents, the Custodian, the Document Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel Administrative Agent in connection with the syndication, preparation, syndications execution, delivery, administration, modification, and administration amendment of this Credit Agreement, the Loan Documents and any documents and instruments referred to thereinother Credit Documents, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default; and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred other documents to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kinddelivered hereunder, including, without limitation, the reasonable and documented fees and disbursements expenses of counsel for each Agentthe Administrative Agent actually incurred with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Credit Documents. The Borrowers further agree to pay on demand all costs and expenses of the Administrative Agent and the Lenders, which may be incurred by such Indemnitee in connection with if any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following reasonable attorneys’ fees and expenses actually incurred), in connection with the payment enforcement (whether through negotiations, legal proceedings, or otherwise) of the ObligationsCredit Documents and the other documents to be delivered hereunder. (b) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related The Borrowers agree to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any Lien, on the Collateral, (iii) the exercise by indemnify and hold harmless the Administrative Agent, the Collateral Agent, the Lenders or Agent and each Lender and each of their rights Affiliates and remedies their respective officers, directors, employees, agents, and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, foreclosurereasonable attorneys’ fees) under that may be incurred by or asserted or awarded against any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excludingIndemnified Party, in each case, as to any Indemnitee, any such losses, liabilities, damages, expenses case arising out of or costs incurred in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the bad faithCredit Documents, gross negligence any of the transactions contemplated herein or willful misconduct by the actual or proposed use of the proceeds of the Loans, except to the extent such Indemnitee with respect to its obligations under this Agreement as finally determined claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower’s Borrowers agree not to assert any claim against the Administrative Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. (c) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations under of the Borrowers contained in this Section 12.3 11.5 shall survive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of this Agreement and the payment of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Commitments hereunder.

Expenses; Indemnification. (a) The Whether or not the transactions hereby contemplated shall be consummated, Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses of (x) Agent incurred in connection with the Agentspreparation, execution, delivery, administration, filing and recording of, and (y) Agent and Lenders incurred in connection with the amendment (including any waiver or consent) or modification of (including any amendment, waiver, consent or modification at any time requested by Borrower, whether or not same is finalized or executed), any failure of Borrower to perform or observe any provision of, and enforcement of or preservation of any rights under, this Agreement, the Custodianother Loan Documents, the Document Custodian making and repayment of the Loans, and the Securities Intermediarypayment of all interest and fees, including, without limitation, reasonable and documented (A) the fees and disbursements expenses of ▇▇▇▇▇▇▇▇ & Worcester LLP, counsel for Agent, and any special or local counsel retained by Agent or Lenders, and with respect to enforcement, the reasonable fees and expenses of counsel for Agent or any Lender, (B) the reasonable fees and expenses of accountants, other consultants, appraisers and other professionals retained by Agent in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to thereintransactions contemplated hereunder, and further modifications or syndications of the Loans in connection therewith(C) printing, the administration of the Loanstravel, any waiver or consent hereunder or any amendment or modification hereof or any Default; title insurance, mortgage recording, filing, communication and (ii) all reasonable signing taxes and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. For the sake of clarity, this Section 12.3(a) shall not impose any payment obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4costs. (b) The Borrower agrees to indemnify the Administrative Agentpay, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, their respective affiliates to save Agent and the respective directors, officers, agents and employees of the foregoing (each, an “Indemnitee”) and hold each Indemnitee Lenders harmless from (x) all present and against any future stamp, filing and all liabilitiesother similar taxes, lossesfees or charges (including interest and penalties, damages, costs and expenses of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agentif any), which may be incurred by such Indemnitee payable in connection with the Loan Documents or the issuance of the Notes or any investigativemodification of any of the foregoing, administrative and (y) all finder’s and broker’s fees in connection with the transactions contemplated by this Agreement or judicial proceeding the other Loan Documents. (whether or not such Indemnitee shall be designated c) Borrower agrees to indemnify, pay and hold harmless Agent, each Lender, any Lender Assignee and each holder of a party theretoNote and their respective present and future officers, directors, employees and agents (collectively, the “Indemnified Parties”) that may at any time from and against all liability, losses, damages and expenses (including, without limitation, at any time following the payment of the Obligationslegal fees and expenses) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to connected with, or by reason of, as a result of (i) any the execution and delivery of this Agreement or the transactions contemplated by the other Loan Documents or the execution, delivery documents or transactions contemplated hereby and thereby or the performance by the parties hereto or thereto of any Loan Document, their respective obligations hereunder and thereunder or relating thereto; or (ii) the grant to the Collateral Agentany claim, the Lenders of any Lienaction, on the Collateralsuit, investigation or proceeding (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral or (vi) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any such Collateral) but excluding, in each case, as regardless of whether or not the Indemnified Party is a party thereto or target thereof) in any way relating to Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity or Subsidiary of any thereof or any Collateral or any Affiliate of Borrower or any Subsidiary of any such Affiliate or in any way relating to any Indemniteeof the foregoing Persons or any other Loan Party, or any Affiliate of any of the foregoing in respect of this Agreement, any other Loan Documents or any other document or transaction in connection herewith or therewith or relating hereto or thereto; or (iii) any actual or alleged violation by Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity, any Loan Party, any Affiliate of any of the foregoing Persons or any Subsidiary of any of the foregoing Persons (or any predecessor in interest of any of them) of any Environmental Law; provided that Borrower shall not be liable to an Indemnified Party for any portion of such liabilities, losses, liabilities, damages, damages and expenses sustained or costs incurred by reason as a direct result of the bad faith, gross negligence or willful misconduct of Agent, any Lender or such Indemnified Party if such gross negligence or willful misconduct is determined to have occurred by such Indemnitee with respect to its obligations under this Agreement as finally determined by a final and non-appealable decision of a court of competent jurisdiction. The Each Lender shall endeavor to give Borrower notice of any material claim, action, suit or proceeding (if not restricted by applicable law, regulation or Government Authority from so doing or unless the same would be inconsistent with a request from a Government Authority) referred to in clause (ii) which has been filed against such Lender within a reasonable time after the loan officer of such Lender with responsibility for this Agreement becomes aware of the same, but no failure to give any such notice shall affect, or relieve Borrower of, any of Borrower’s obligations under this Section 12.3 or under any other provision of this Agreement or any other Loan Document or result in any obligation or liability of Agent or any Lender to Borrower or any other Person. (d) All obligations provided for in this Section 12.3 and Sections 3.4, 5.2 and 11.6 shall survive the any termination of this Agreement and the Commitments and the payment in full of the Obligations and the resignation or removal of an Agent. For the sake of clarity, this Section 12.3(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, which obligation shall be addressed solely by Section 11.4Obligations.