Common use of Payment of Expenses and Taxes; Indemnification Clause in Contracts

Payment of Expenses and Taxes; Indemnification. Each Borrower agrees (a) to pay or reimburse Agents and Arranger for all their reasonable, out-of-pocket and documented costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement, or modification to, this Agreement and the other Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel retained by, or for the benefit of, Agents, (b) to pay or reimburse each Lender and Agents for all their costs and expenses incurred in connection with the exercise, enforcement or preservation of any rights under this Agreement, 116 21029590V.1 the other Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the benefit of Agents, (c) to pay, indemnify, and hold harmless each Lender, Arranger and Agents from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, (d) to pay or reimburse Administrative Agent and the Lenders for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (e) to pay, indemnify and hold harmless each Lender, Arranger and Agents and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements of any kind or nature whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to a breach by any Credit Party of any representation or warranty in any Credit Document or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided that the Credit Parties shall not have any obligation hereunder to Agents, Arranger or any Lender nor any of their Related Parties with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the party to be indemnified as determined by a final and non-appealable decision of a court of competent jurisdiction. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. None of the Lenders, Agents, Arranger or any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than solely to the extent such liability results from such Lender, Agent, Arranger or Related Party’s violation of Section 12.16.

Payment of Expenses and Taxes; Indemnification. Each Borrower agrees (a) The Borrower agrees to pay or reimburse Agents and Arranger for within thirty (30) days after receipt of an invoice therefor, all their reasonable, out-of-pocket and documented costs and expenses incurred in connection with due diligence in respect the preparation, negotiation, execution, delivery, registration and administration of the transactions contemplated by this Agreement, the development, preparation Note and execution of, the other Credit Documents and any amendment, supplement, supplement or modification toto or extension or restatement of, this Agreement and the other Credit Documents, including in connection with an initial syndication, Documents and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements fees and other charges out-of-pocket expenses of counsel retained by, or and of technical advisors and consultants for the benefit ofAdministrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement; provided, Agentshowever, that so long as no Event of Default shall have occurred and be continuing, the Borrower’s prior written consent (bnot to be unreasonably withheld) shall be obtained before the Administrative Agent retains a technical advisor or other technical consultant. The Borrower further agrees to pay or reimburse each Lender and Agents for on demand all their losses, costs and expenses incurred expenses, if any (including reasonable counsel fees and expenses), in connection with the exercise, enforcement or preservation of any rights under of the Lender under, or the enforcement of, or legal advice in respect of the rights or responsibilities of the Lender under, this Agreement, 116 21029590V.1 the Note and the other Credit Documents Documents, including losses, costs and expenses sustained by the Lender as a result of any such other documents, failure by any Borrower to perform or observe its obligations contained herein or in the Note held by the Lender or in connection with any refinancing or restructuring of the Loans made hereunder, including all such costs and expenses incurred during any Loan in the nature of a “workout, restructuring or negotiations in respect of such Loans.” The Borrower further agrees to pay on demand, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the benefit of Agents, (c) to pay, indemnify, and hold each Lender and each Agent harmless each Lenderfrom, Arranger and Agents from any and all Other Taxesrecording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, (d) to pay or reimburse Administrative Agent and the Lenders for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (e) to pay, indemnify and hold harmless each Lender, Arranger and Agents and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements of any kind or nature whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to a breach by any Credit Party of any representation or warranty in any Credit Document or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided that the Credit Parties shall not have any obligation hereunder to Agents, Arranger or any Lender nor any of their Related Parties with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the party to be indemnified as determined by a final and non-appealable decision of a court of competent jurisdiction. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. None of the Lenders, Agents, Arranger or any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than solely to the extent such liability results from such Lender, Agent, Arranger or Related Party’s violation of Section 12.16.

Payment of Expenses and Taxes; Indemnification. Each The Borrower agrees and each other Loan Party agrees: (a) to pay or reimburse Agents each Agent and Arranger each Lender for all their reasonable, reasonable and documented out-of-pocket and documented costs costs, fees and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation negotiation, preparation, execution, delivery and execution administration of, and any amendment, supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Credit Documents, including in connection with an initial syndication, Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight consummation and administration of the transactions contemplated hereby and thereby, including the reasonable feeswithout limitation such costs, disbursements and other charges of counsel retained by, or for the benefit of, Agents, (b) to pay or reimburse each Lender and Agents for all their costs fees and expenses incurred in connection with the exerciserelated to due diligence, enforcement or preservation of any rights under this Agreementappraisal costs, 116 21029590V.1 the other Credit Documents lien searches and any filing fees and such other documentscosts, or in connection with the Loans made hereunder, including all such costs fees and expenses incurred during in relation to any workout, restructuring payoff letter or negotiations in respect of such Loansother termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of one primary external counsel to the Agents and the Lenders taken as a whole, including reasonably necessary special counsel and local counsel in each applicable jurisdiction, and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; (b) to pay or reimburse each Agent and each Lender for all of their documented out-of-pocket costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of one external counsel retained by or for to the benefit Agents and the Lenders taken as a whole (and, if reasonably necessary, (x) one local counsel in each relevant jurisdiction and (y) any special counsel), external tax professionals, accounting professionals, and other consultants and advisors of Agents, the Agents and the Lenders taken as a whole; (c) to pay, indemnify, and hold harmless each Lender, Arranger Agent and Agents each Lender from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Credit Loan Documents and any such other documents, ; (d) to pay or reimburse Administrative each Agent and the Lenders each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.16 8.17; and (e) to pay, indemnify and hold harmless each Agent, each Lender, Arranger each other Secured Party, and Agents and their the respective Related Parties of each of them, from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable and documented out-of-pocket costs, expenses or and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Credit Loan Documents and any such other documents, including any of the foregoing relating to a breach any Environmental Claim that relates to any Loan Party or any property owned or leased by any Credit Party of any representation or warranty in any Credit Document or Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of each Credit any Loan Party, Subsidiary of any of their respective Subsidiaries Loan Party or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided provided, however, that the Credit Loan Parties shall not have no obligation under this clause (e) to either Agent, any obligation hereunder to AgentsLender, Arranger any other Secured Party, or any Lender nor Related Party of any of their Related Parties with respect to them, for Indemnified Liabilities arising from the (A) gross negligence or willful misconduct of the party to be indemnified indemnified, as determined by a final and final, non-appealable decision order of a court of competent jurisdiction or (B) any claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates or (C) a material breach of any obligations under any Loan Document by such indemnified party, as determined by a final, non-appealable order of a court of competent jurisdiction. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Credit Loan Party shall assert, and each Credit Loan Party hereby waives, any claim against any Agent, any Lender, any Agent other Secured Party, and their respective the Related PartiesParties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, indirectreliance, consequential punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or punitive similar or other damages (as opposed to direct including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages) , arising out of, in connection with, or as a result of, this Loan Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans any Loan or the use of the proceeds thereof. None No Lender, no Agent, no other Secured Party, and no Related Party of the Lenders, Agents, Arranger or any of their respective Related Parties them 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 Loan Agreement or the other Credit Loan Documents or the transactions contemplated hereby or thereby other than solely to thereby, in the extent absence of the willful misconduct or gross negligence of such liability results from such LenderPerson as determined by a final, Agent, Arranger or Related Party’s violation non-appealable order of Section 12.16a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. Each The Borrower agrees and each other Loan Party agrees: (a) to pay or reimburse Agents each Agent and Arranger each Lender for all their reasonable, reasonable and documented out-of-pocket and documented costs costs, fees and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation negotiation, preparation, execution, delivery and execution administration of, and any amendment, supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Credit Documents, including in connection with an initial syndication, Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight consummation and administration of the transactions contemplated hereby and thereby, including the reasonable feeswithout limitation such costs, disbursements and other charges of counsel retained by, or for the benefit of, Agents, (b) to pay or reimburse each Lender and Agents for all their costs fees and expenses incurred in connection with the exerciserelated to due diligence, enforcement or preservation of any rights under this Agreementappraisal costs, 116 21029590V.1 the other Credit Documents lien searches and any filing fees and such other documentscosts, or in connection with the Loans made hereunder, including all such costs fees and expenses incurred during in relation to any workout, restructuring payoff letter or negotiations in respect of such Loansother termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of one primary external counsel to the Agents, including reasonably necessary special counsel and local counsel in each applicable jurisdiction, and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; (b) to pay or reimburse each Agent and each Lender for all of their documented out-of-pocket costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of external counsel to each Lender Agent, and external counsel to each Lender, external tax professionals, accounting professionals, and other consultants and advisors of each Agent and of counsel retained by or for the benefit of Agents, each Lender; (c) to pay, indemnify, and hold harmless each Lender, Arranger Agent and Agents each Lender from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, 100 this Loan Agreement, the other Credit Loan Documents and any such other documents, ; (d) to pay or reimburse Administrative each Agent and the Lenders each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.16 8.17; and (e) to pay, indemnify and hold harmless each Agent, each Lender, Arranger each other Secured Party, and Agents and their the respective Related Parties of each of them, from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable and documented out-of-pocket costs, expenses or and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Credit Loan Documents and any such other documents, including any of the foregoing relating to a breach any Environmental Claim that relates to any Loan Party or any property owned or leased by any Credit Party of any representation or warranty in any Credit Document or Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of each Credit any Loan Party, Subsidiary of any of their respective Subsidiaries Loan Party or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided provided, however, that the Credit Loan Parties shall not have no obligation under this clause (f) to either Agent, any obligation hereunder to AgentsLender, Arranger any other Secured Party, or any Lender nor Related Party of any of their Related Parties with respect to them, for Indemnified Liabilities arising from (A) the bad faith, gross negligence or willful misconduct of the party to be indemnified indemnified, as determined by a final and final, non-appealable decision order of a court of competent jurisdictionjurisdiction or (B) any claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Credit Loan Party shall assert, and each Credit Loan Party hereby waives, any claim against any Agent, any Lender, any Agent other Secured Party, and their respective the Related PartiesParties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, indirectreliance, consequential punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or punitive similar or other damages (as opposed to direct including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages) , arising out of, in connection with, or as a result of, this Loan Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans any Loan or the use of the proceeds thereof. None No Lender, no Agent, no other Secured Party, and no Related Party of the Lenders, Agents, Arranger or any of their respective Related Parties them 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 Loan Agreement or the other Credit Loan Documents or the transactions contemplated hereby or thereby other than solely to thereby, in the extent absence of the willful misconduct or gross negligence of such liability results from such LenderPerson as determined by a final, Agent, Arranger or Related Party’s violation non-appealable order of Section 12.16a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. Each The Borrower agrees and each other Loan Party agrees: (a) to pay or reimburse Agents each Agent and Arranger each Lender for all their reasonable, reasonable and documented out-of-pocket and documented costs costs, fees and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation negotiation, preparation, execution, delivery and execution administration of, and any amendment, supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Credit Documents, including in connection with an initial syndication, Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight consummation and administration of the transactions contemplated hereby and thereby, including the reasonable feeswithout limitation such costs, disbursements and other charges of counsel retained by, or for the benefit of, Agents, (b) to pay or reimburse each Lender and Agents for all their costs fees and expenses incurred in connection with the exerciserelated to due diligence, enforcement or preservation of any rights under this Agreementappraisal costs, 116 21029590V.1 the other Credit Documents lien searches and any filing fees and such other documentscosts, or in connection with the Loans made hereunder, including all such costs fees and expenses incurred during in relation to any workout, restructuring payoff letter or negotiations in respect of such Loansother termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of one primary external counsel to the Agents and the Lenders taken as a whole, including reasonably necessary special counsel and local counsel in each applicable jurisdiction, and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; (b) to pay or reimburse each Agent and each Lender for all of their documented out-of-pocket costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of one external counsel retained by or for to the benefit Agents and the Lenders taken as a whole (and, if reasonably necessary, (x) one local counsel in each relevant jurisdiction and (y) any special counsel), external tax professionals, accounting professionals, and other consultants and advisors of Agents, the Agents and the Lenders taken as a whole; (c) to pay, indemnify, and hold harmless each Lender, Arranger Agent and Agents each Lender from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Credit Loan Documents and any such other documents, ; (d) to pay or reimburse Administrative each Agent and the Lenders each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.16 8.17; and (e) to pay, indemnify and hold harmless each Agent, each Lender, Arranger each other Secured Party, and Agents and their the respective Related Parties of each of them, from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable and documented out-of-pocket costs, expenses or and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Credit Loan Documents and any such other documents, including any of the foregoing relating to a breach any Environmental Claim that relates to any Loan Party or any property owned or leased by any Credit Party of any representation or warranty in any Credit Document or Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of each Credit any Loan Party, Subsidiary of any of their respective Subsidiaries Loan Party or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”“); provided provided, however, that the Credit Loan Parties shall not have no obligation under this clause (e) to either Agent, any obligation hereunder to AgentsLender, Arranger any other Secured Party, or any Lender nor Related Party of any of their Related Parties with respect to them, for Indemnified Liabilities arising from the (A) gross negligence or willful misconduct of the party to be indemnified indemnified, as determined by a final and final, non-appealable decision order of a court of competent jurisdiction or (B) any claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates or (C) a material breach of any obligations under any Loan Document by such indemnified party, as determined by a final, non-appealable order of a court of competent jurisdiction. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Credit Loan Party shall assert, and each Credit Loan Party hereby waives, any claim against any Agent, any Lender, any Agent other Secured Party, and their respective the Related PartiesParties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, indirectreliance, consequential punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or punitive similar or other damages (as opposed to direct including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages) , arising out of, in connection with, or as a result of, this Loan Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans any Loan or the use of the proceeds thereof. None No Lender, no Agent, no other Secured Party, and no Related Party of the Lenders, Agents, Arranger or any of their respective Related Parties them 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 Loan Agreement or the other Credit Loan Documents or the transactions contemplated hereby or thereby other than solely to thereby, in the extent absence of the willful misconduct or gross negligence of such liability results from such LenderPerson as determined by a final, Agent, Arranger or Related Party’s violation non-appealable order of Section 12.16a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. Each Borrower agrees The Company will (a) to pay or reimburse Agents and Arranger Portxx Xxxital for all their reasonable, of Portxx Xxxital's out-of-pocket and documented costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement, supplement or modification to, this Agreement the Transaction Documents and the other Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight and administration consummation of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel retained by, or for the benefit of, Agentsto Portxx Xxxital, (b) to pay or reimburse each Lender and Agents Portxx Xxxital for all their its costs and expenses incurred in connection with the exercise, enforcement or preservation of any rights under this Agreementthe Transaction Documents, 116 21029590V.1 and the other Credit Documents verification of the Accounts Receivable and any such other documents, or in connection with the Loans made hereundercredit worthiness of the Customers, including all such costs without limitation, fees and expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the benefit of Agents, Portxx Xxxital; (c) to pay, indemnify, and hold Portxx Xxxital harmless each Lenderfrom, Arranger and Agents from any and all Other Taxesrecording and filing fees and any and all liabilities with respect to, or resulting from, any delay in paying any stamp, excise, and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, Transaction Documents; (d) pay for monthly statements at $0.53 each plus all postage expended by Portxx Xxxital to pay or reimburse Administrative Agent mail invoices and otherwise collect the Lenders for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and accounts; (e) to pay a processing and administration fee of no percent of the value of each invoice; (f) pay, indemnify and hold Portxx Xxxital harmless each Lender, Arranger and Agents and their respective Related Parties from and against any and all other claims, liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements of any kind or nature whatsoever, whether threatened, pending or determined (including reasonable fees, disbursements attorney's fees and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of court costs now or hereafter arising from this Agreement, the other Credit Documents and Agreement or any such other documents, including any activities of the foregoing relating Company (referred to a breach by any Credit Party of any representation or warranty in any Credit Document or as the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”"indemnified liabilities"); provided that the Credit Parties Company shall not have any no obligation hereunder to Agents, Arranger or any Lender nor any of their Related Parties Portxx Xxxital with respect to Indemnified Liabilities indemnified liabilities arising from the gross negligence or willful misconduct of the party to be indemnified as determined by a final and non-appealable decision of a court of competent jurisdictionPortxx Xxxital. The agreements in covenants of this Section 12.05 paragraph shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. None of the Lenders, Agents, Arranger or any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than solely to the extent such liability results from such Lender, Agent, Arranger or Related Party’s violation of Section 12.16.

Payment of Expenses and Taxes; Indemnification. Each The Borrower agrees (a) to pay or reimburse Agents and Arranger each Agent for all their reasonable, its out-of-pocket and documented costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, negotiation, preparation and execution of, and any amendment, supplement, supplement or modification to, this Agreement and Agreement, the other Credit Documents, including in connection with an initial syndicationthe Commitment Order, the Final DIP Order and any other documents prepared in connection herewith or therewith, and the consummationalternative forms of financing proposals requested by the Debtor, monitoring, oversight and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, fees and disbursements and other charges of counsel retained byto each Agent, all costs and expenses of negotiating, documenting and obtaining court approval of the Debtor’s entry into the Commitment Documents and related documents and the Credit Documents and the transactions described in the Commitment Documents and the Credit Documents, and search, filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Funding Date (in the case of amounts to be paid on the Funding Date) and from time to time thereafter on a monthly basis or for the benefit of, Agentssuch other periodic basis as such Agent shall deem appropriate, (b) to pay or reimburse each Lender and Agents each Agent for all their its costs and expenses incurred in connection with the exercise, enforcement or preservation of any rights under this Agreement, 116 21029590V.1 the other Credit Documents Documents, the Commitment Order, the Final DIP Order and any such other documents, or documents prepared in connection with the Loans made hereunderherewith or therewith, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, fees and disbursements and other charges of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel retained by or for the benefit of Agents, to each Agent and (c) to pay, indemnify, and hold each Lender and each Agent harmless each Lenderfrom, Arranger and Agents from any and all Other Taxesrecording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents Documents, the Commitment Order, the Final DIP Order and any such other documents, (d) to pay documents prepared in connection herewith or reimburse Administrative Agent therewith. The Credit Parties shall jointly and the Lenders for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (e) to pay, severally indemnify and hold harmless each LenderAgent, Arranger each Lender and Agents and each of their respective Related Parties Affiliates, and each of the respective officers, directors, employees, agents, advisors, attorneys, consultants, and representatives of each of the foregoing in their respective capacities as such to an Agent or Lender or Affiliate thereof, as applicable, (each, an “Indemnified Party”) from and against any and all other claims, damages, losses, liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable costs, disbursements and expenses or disbursements of any kind or nature whatsoever, (including reasonable fees, fees and disbursements and other charges of counsel), joint or several (“Indemnified Amounts”), that may be imposed on, incurred by or asserted or awarded against any Indemnified Party (including in connection with, arising out of or relating to any investigation, litigation or proceeding or the preparation of any defense in connection therewith), whether or not any such Indemnified Party is a party thereto, in each case in any manner relating to, arising out of or in connection with respect to or by reason of the executionDIP Facility, delivery, enforcement, performance and administration or the use or intended use of this Agreementthe proceeds of the DIP Facility, the other Case, the Credit Documents and any such other documents, (including any amounts payable by an Agent or a Lender pursuant to any indemnification or reimbursement provisions contained therein), the Commitment Documents, the Commitment Order, the Final DIP Order or the alternative forms of financing proposals requested by the foregoing relating Debtor, or the transactions contemplated hereby or thereby (which shall include any act, event or transaction related or attendant to a breach by any Credit Party thereof), or in connection with any investigation of any representation matters contemplated hereby or warranty in any Credit Document or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property thereby (all the foregoing in this clause (e), collectively, the “Indemnified LiabilitiesMatters”); provided ) except that the Credit Parties shall not have any obligation hereunder to Agents, Arranger or any Lender nor any of their Related Parties an Indemnified Party pursuant to this Section 12.5 with respect to any Indemnified Liabilities arising from Amounts relating to any Indemnified Matter to the extent of any portion of such Indemnified Amounts directly and primarily caused by, or directly and primarily resulting from, the gross negligence or willful misconduct of the party to be indemnified that Indemnified Party as determined by in a final and non-appealable decision of judgment or order by a court of competent jurisdiction. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Significant Subsidiaries, or by any directors, security holders or creditors of any of the foregoing, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto. Each Credit Party further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Group Member for or in connection with the Indemnified Matters, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have been directly and primarily caused by, or directly and primarily resulting from, such Indemnified Party’s gross negligence or willful misconduct. In no event, however, shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Without limiting the foregoing, and to the extent permitted by applicable law, each Credit Party agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnified Party. All amounts due under this Section shall be payable not later than ten days after written demand therefor. Statements payable by a Credit Party pursuant to this Section shall be submitted to the Person and at the address of the Borrower set forth in Section 12.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts Obligations payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, under any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. None of the Lenders, Agents, Arranger or any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than solely to the extent such liability results from such Lender, Agent, Arranger or Related Party’s violation of Section 12.16Document.

Payment of Expenses and Taxes; Indemnification. Each The Borrower agrees and each other Loan Party agrees: (a) to pay or reimburse Agents each Agent and Arranger each Lender for all their reasonable, reasonable and documented out-of-pocket and documented costs costs, fees and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation negotiation, preparation, execution, delivery and execution administration of, and any amendment, supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Credit Documents, including in connection with an initial syndication, Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight consummation and administration of the transactions contemplated hereby and thereby, including the reasonable feeswithout limitation such costs, disbursements and other charges of counsel retained by, or for the benefit of, Agents, (b) to pay or reimburse each Lender and Agents for all their costs fees and expenses incurred in connection with the exerciserelated to due diligence, enforcement or preservation of any rights under this Agreementappraisal costs, 116 21029590V.1 the other Credit Documents lien searches and any filing fees and such other documentscosts, or in connection with the Loans made hereunder, including all such costs fees and expenses incurred during in relation to any workout, restructuring payoff letter or negotiations in respect of such Loansother termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of one primary external counsel to the Agents, including reasonably necessary special counsel and local counsel in each applicable jurisdiction, and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; (b) to pay or reimburse each Agent and each Lender for all of their documented out-of-pocket costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of external counsel to each Lender Agent, and external counsel to each Lender, external tax professionals, accounting professionals, and other consultants and advisors of each Agent and of counsel retained by or for the benefit of Agents, each Lender; (c) to pay, indemnify, and hold harmless each Lender, Arranger Agent and Agents each Lender from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Credit Loan Documents and any such other documents, ; (d) to pay or reimburse Administrative each Agent and the Lenders each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.16 8.17; and (e) to pay, indemnify and hold harmless each Agent, each Lender, Arranger each other Secured Party, and Agents and their the respective Related Parties of each of them, from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable and documented out-of-pocket costs, expenses or and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Credit Loan Documents and any such other documents, including any of the foregoing relating to a breach any Environmental Claim that relates to any Loan Party or any property owned or leased by any Credit Party of any representation or warranty in any Credit Document or Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of each Credit any Loan Party, Subsidiary of any of their respective Subsidiaries Loan Party or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided provided, however, that the Credit Loan Parties shall not have no obligation under this clause (f) to either Agent, any obligation hereunder to AgentsLender, Arranger any other Secured Party, or any Lender nor Related Party of any of their Related Parties with respect to them, for Indemnified Liabilities arising from (A) the bad faith, gross negligence or willful misconduct of the party to be indemnified indemnified, as determined by a final and final, non-appealable decision order of a court of competent jurisdictionjurisdiction or (B) any claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Credit Loan Party shall assert, and each Credit Loan Party hereby waives, any claim against any Agent, any Lender, any Agent other Secured Party, and their respective the Related PartiesParties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, indirectreliance, consequential punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or punitive similar or other damages (as opposed to direct including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages) , arising out of, in connection with, or as a result of, this Loan Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans any Loan or the use of the proceeds thereof. None No Lender, no Agent, no other Secured Party, and no Related Party of the Lenders, Agents, Arranger or any of their respective Related Parties them 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 Loan Agreement or the other Credit Loan Documents or the transactions contemplated hereby or thereby other than solely to thereby, in the extent absence of the willful misconduct or gross negligence of such liability results from such LenderPerson as determined by a final, Agent, Arranger or Related Party’s violation non-appealable order of Section 12.16a court of competent jurisdiction.