Common use of Payment of Expenses and Taxes Clause in Contracts

Payment of Expenses and Taxes. (a) The Borrower agrees (i) to pay or reimburse the Arrangers and the Administrative Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (iii) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar 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 and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (iv) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (i) to pay or reimburse the Arrangers and the Administrative Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (iii) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar 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 and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (iv) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan, Swingline Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates Affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a joint lead arranger, a bookrunner, a syndication agent, a documentation agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans, Swingline Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any the other documents prepared in connection herewith or therewithLoan Documents including, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)without limitation, including the reasonable fees, disbursements fees and other charges expenses of one joint counsel to the Administrative AgentAgents in connection with this Agreement and the other Loan Documents, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Agreement or the other Loan Documents including, without limitation, the fees and any such other documents, including the reasonable fees, disbursements and other charges of one joint counsel to each Lender the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (other than any net income or franchise 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger the Issuing Lender and the Administrative Agent and their respective Related Parties directors, officers, employees, affiliates and agents (collectivelyeach, the “Indemnitees”an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by other Loan Documents and the Borrower of, or default by the Borrower under, any use of proceeds of the provisions Loans or Letters of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); provided , provided, that the Borrower shall have no obligation hereunder to any Indemnitee indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined indemnified person, from the breach by a final non-appealable judgment such indemnified person of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder its Contractual Obligations to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any from negotiated settlements of its affiliates and that is brought pending or threatened legal actions entered into by such indemnified person without the Administrative Agent, an Arranger or any Lender against any other Lender Borrower's consent (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreementunless such consent has been unreasonably withheld). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Company agrees (a) The Borrower agrees (i) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender Bank and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the Notes and any such other documents, including the reasonable feesincluding, without limitation, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the several Banks, (iiic) to pay, indemnify, defend and indemnify and hold harmless each Lender Bank and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, 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 Agreement, the Notes and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender, each Arranger Bank and the Administrative Agent and each of their respective Related Parties (collectivelyofficers, the “Indemnitees”) directors, employees and affiliates from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, the Notes, and any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time such other documents (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”); provided , provided, that the Borrower Company shall have no obligation hereunder to the Administrative Agent or any Indemnitee Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or such Indemnitee Bank, (ii) legal proceedings commenced or claims against the Administrative Agent or such Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as determined such, (iii) legal proceedings commenced or claims against the Administrative Agent or such Bank by a final non-appealable judgment of a court of competent jurisdiction and provided further that any other Bank or by any Transferee or (iv) claims settled without the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission consent of the Borrower Company. In the case of any investigation, litigation or any of its affiliates and that other proceeding or action to which the indemnity in this subsection 9.5 applies, such indemnity shall be effective whether or not such investigation, litigation or other proceeding or action is brought by the Administrative Agent, an Arranger Company or any Lender against any other Lender (other than claims against any affiliate of the Administrative AgentCompany, whether or not the party seeking indemnity is otherwise a party thereto and whether or not any Arranger, or aspect of the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)transactions contemplated hereby is consummated. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans Notes and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement the Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay out-of-pocket expenses, including attorneys' fees, incurred by a Lender in connection with the negotiation, preparation and execution of the Credit Documents, not to exceed $2,500 for each Lender, and reasonable expenses, including reasonable attorneys' fees, in connection with any future amendments or modifications hereto, (c) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Credit Agreement and any such other documentsCredit Documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (iiid) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ive) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties (collectivelyAffiliates, the “Indemnitees”) officers, directors, shareholders, employees and agents harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loans (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”"Indemnified Liabilities"); provided provided, however, that the Borrower shall not have no any obligation hereunder to the Agent or any Indemnitee Lender with respect to indemnified liabilities Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the Agent or any such Indemnitee as Lender, (ii) legal proceedings commenced against or disputes among the Agent or any Lender by any other Lender or its participants or the Agent, or (iii) the violation by the Agent or any such Lender of an express provision of the Credit Documents, if so determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)jurisdiction. The agreements in this Section 12.5 11.5 shall survive repayment of the Revolving Credit Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (i) to pay or reimburse the Arrangers and the Administrative Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (iii) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar 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 and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (iv) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent, a documentation agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.this

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any the other documents prepared in connection herewith or therewithLoan Documents including, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)without limitation, including the reasonable fees, disbursements fees and other charges expenses of one joint counsel to the Administrative AgentAgents in connection with this Agreement and the other Loan Documents, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Agreement or the other Loan Documents including, without limitation, the fees and any such other documents, including the reasonable fees, disbursements and other charges of one joint counsel to each Lender the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (other than any net income or franchise 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger the Issuing Lender and the Administrative Agent and their respective Related Parties directors, officers, employees, affiliates and agents (collectivelyeach, the an “Indemniteesindemnified person”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by other Loan Documents and the Borrower of, or default by the Borrower under, any use of proceeds of the provisions Loans or Letters of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to any Indemnitee indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined indemnified person, from the breach by a final non-appealable judgment such indemnified person of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder its Contractual Obligations to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any from negotiated settlements of its affiliates and that is brought pending or threatened legal actions entered into by such indemnified person without the Administrative Agent, an Arranger or any Lender against any other Lender Borrower’s consent (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreementunless such consent has been unreasonably withheld). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Seller agrees (a) The Borrower agrees (i) to pay or reimburse the Arrangers Managing Facility Agent and the each Administrative Agent for all their reasonable and documented its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the other Purchase Documents, any Commitment Transfer Supplement executed and delivered pursuant to subsection 11.6 and any other documents document prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Managing Facility Agent and such Administrative Agent, (iib) to pay or reimburse each Lender Purchaser, the Managing Facility Agent and the each Administrative Agent for all its reasonable and documented respective costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Purchase Documents and any such other documents, including the including, without limitation, reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Managing Facility Agent, such Administrative Agent and to the several Purchasers (iiiincluding, but not limited to, allocated costs of in-house counsel and costs incurred by counsel with respect to the Foreign Receivables and the Affiliate Receivables), and (c) to pay, indemnify, defend and hold harmless each Lender and Purchaser, the Managing Facility Agent, each Administrative Agent and each Co-Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Purchase Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (iv) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “"indemnified liabilities”"); provided , provided, that the Borrower Seller shall have no obligation hereunder to the Managing Facility Agent, either Administrative Agent or any Indemnitee Purchaser (each, an "Indemnitee") with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Indemnitee, (ii) legal proceedings commenced against such Indemnitee by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as determined such, or (iii) legal proceedings commenced against such Indemnitee by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against Purchaser or by any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Transferee. The agreements in this Section 12.5 subsection shall survive repayment the completion of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderAmortization Period.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Agents and the Administrative Agent Other Representatives for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Initial Term Loan Commitments (as defined in the Original Credit CommitmentsAgreement)) contemplated hereby and thereby and (iii) efforts to monitor the Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable fees, and documented fees and disbursements and other charges of one firm of counsel solely in its capacity as counsel to the Administrative Agent, and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (iiother than during the continuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender Lender, each Lead Arranger and the Administrative Agent Agents for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgents and the Lenders, (iiic) to pay, indemnify, defend or reimburse each Lender, each Lead Arranger and the Agents for, and hold harmless each Lender Lender, each Lead Arranger and the Administrative Agent Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any stamp, documentary, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless indemnify or reimburse each Lender, each Arranger Lead Arranger, each Agent (and any sub-agent thereof) and each Related Party of any of the Administrative Agent and their respective Related Parties foregoing Persons (collectivelyeach, the an “IndemniteesIndemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable in the case of fees and documented feesdisbursements of counsel, disbursements and other charges limited to one firm of counsel incurred for all Indemnities and, if necessary, one firm of local counsel in connection with any investigativeeach appropriate jurisdiction, administrative in each case for all Indemnities (and, in the case of an actual or judicial proceeding commenced or threatened perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower or any other Personof such conflict and thereafter, whether or after receipt of the Borrower’s consent (which shall not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnityunreasonably withheld), whether directretains its own counsel, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any of another firm of counsel for such affected Indemnitee, in any manner ) arising out of or relating to (A) this Agreement and any actual or prospective claim, litigation, investigation or proceeding, whether based on contract, tort or any other agreements theory, brought by a third party or documents contemplated hereby by any Borrower or therebyany other Loan Party and regardless of whether any Indemnitee is a party thereto, the other transactions contemplated hereby (including with respect to the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof)Loans, (B) the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Holdings or any of its Restricted Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower property of Holdings or any of its Subsidiaries from time to time Restricted Subsidiaries, (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided that the Borrower shall not have any obligation hereunder to any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender) with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct of such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Subsection 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Subsection 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Subsection 11.5 shall be submitted to the address of the Borrower set forth in Subsection 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Subsections 11.5(b) and (c) above, the Borrower shall have no obligation hereunder under this Subsection 11.5 to any Indemnitee with respect to indemnified liabilities arising from the gross negligence any tax, levy, impost, duty, charge, fee, deduction or willful misconduct of such Indemnitee as determined withholding imposed, levied, collected, withheld or assessed by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 Subsection 11.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses actually incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative AgentAgent and filing and recording fees and expenses, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses actually incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including the reasonable fees, attorneys fees and disbursements and other charges of counsel to each Lender the Lenders and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxespaying any Non-Excluded Taxes or any 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties officers, directors, employees, affiliates, agents, trustees, advisors and controlling persons (collectivelyeach, the an “IndemniteesIndemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any Group Member or any of its Subsidiaries the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, or from the breach by such Indemnitee as determined of its material obligations to the Borrower, Holdings or another Indemnitee under this Agreement or the other Loan Documents. Without limiting the foregoing, and to the extent permitted by a final non-appealable judgment applicable law, each of a court of competent jurisdiction Holdings and provided further that the Borrower shall have no obligation hereunder 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 Indemnitee other rights of recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do not involve an act or omission of the Borrower or any of its affiliates and that is brought them might have by the Administrative Agent, an Arranger statute or any Lender otherwise against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role Indemnitee. All amounts due under this Agreement)Section 10.5 shall be payable not later than 10 (ten) Business Days after written demand therefor. The agreements in this Section 12.5 10.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each , the termination of the Lendersany Commitments hereunder, each of the Arrangers and the Administrative Agent agree that any and all expiration or termination of their respective rights under this Agreement and any the other agreements contemplated hereby Loan Documents. Notwithstanding the foregoing, no Group Member shall be required to reimburse the legal fees and therebyexpenses of (i) more than one outside counsel (in addition to special counsel and up to one local outside counsel in each applicable local jurisdiction) for all the Indemnitees, including recourse for any obligation or claim for any indemnification thereunderunless, is limited to recourse in the reasonable opinion of the Administrative Agent, representation of all such Indemnitees would be inappropriate due to the Borrower and its assets as contemplated hereby, and none existence of an actual or potential conflict of interest or (ii) the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect in-house counsel of any such obligations Lender or claims hereunder or thereunderthe Administrative Agent.

Payment of Expenses and Taxes. The Borrowers agree (a) The Borrower agrees (i) to pay or reimburse the Arrangers and the Administrative Agent and its Affiliates for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, syndication, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one (i) counsel to the Administrative AgentAgent and (ii) the Administrative Agent customarily charged by it in connection with syndicated credits, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the several Lenders, (iiic) to pay, indemnify, defend and hold harmless each Lender Lender, the Administrative Agent, the Arranger and the Administrative Agent Bookrunner (and their respective Affiliates and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each the Administrative Agent, the Arranger and the Administrative Agent Bookrunner (and their respective Related Parties (collectivelydirectors, the “Indemnitees”officers, employees, agents and affiliates) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the breach other Loan Documents or the use or the proposed use of proceeds contemplated by the Borrower ofthis Agreement, or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the any Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided that the Borrower Borrowers shall have no obligation hereunder under this clause (d) to any Indemnitee Administrative Agent, the Arranger, the Bookrunner or any Lender (or any of their respective directors, officers, employers, agents or affiliates), with respect to indemnified liabilities arising to the extent such liabilities 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 as determined Person. Without limiting the foregoing, and to the extent permitted by a final non-appealable judgment applicable law, the Borrowers agree not to assert, and hereby waive, and agree to cause each of a court their Subsidiaries not to assert and to so waive, all rights for contribution or any other rights of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do not involve an act or omission of the Borrower or any of its affiliates and that is brought them might have by the Administrative Agent, an Arranger statute or any Lender otherwise against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role Person entitled to indemnification under this Agreement)subsection 11.5. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers hereunder and the Administrative Agent agree that any and all termination of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderAgreement.

Payment of Expenses and Taxes. The Credit Parties agree (a) The Borrower agrees (i) to pay or reimburse the Arrangers Administrative Agent and the Administrative Agent Arranger for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative AgentAgent and the Arranger, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Credit Agreement and any such the other documentsCredit Documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and Lender, the Administrative Agent and the Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Credit Documents and any such other documents documents, (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each the Administrative Agent, the Arranger and the Administrative Agent their Affiliates and their respective Related Parties officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates (collectively, collectively called the “Indemnitees”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach use, or proposed use, of proceeds of the Term Loan and (e) to pay any civil penalty or fine assessed by the Borrower ofU.S. Department of the Treasury’s Office of Foreign Assets Control against, or default and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Borrower under, Administrative Agent or any Lender as a result of the provisions funding of this AgreementTerm Loan, any Revolving the acceptance of payments or of Collateral due under the Credit Loan or Letter of Credit, or the use or proposed use Documents (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that the Borrower shall not have no any obligation hereunder to any an Indemnitee with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee Indemnitee, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)judgment. The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans Term Loan, Term Notes and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (i) to pay or reimburse the Arrangers and the Administrative Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (iii) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar 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 and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (iv) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties directors, officers, employees, trustee, agents and Affiliates (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Lender. The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to ----------------------------- pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments (including costs and expenses incurred in connection with any restructure or workout), including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (iiic) without duplication of amounts payable pursuant to Sections 4.9 and ------------ 4.10, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent ---- harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) without duplication of amounts payable pursuant to Sections 4.9 and 4.10, to pay, indemnify, defend and hold harmless ------------ ---- each Lender, each Arranger Issuing Lender and the Administrative Agent Agent, and their respective Related Parties officers, directors, employees, affiliates, advisors, agents and controlling persons (collectivelyeach, the “Indemnitees”) an "indemnitee"), harmless from and against any and ---------- all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, the other Loan Documents and any Revolving Credit Loan or Letter of Credit, such other documents or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loans (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); provided , provided, that the ----------------------- -------- Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)indemnitee. The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their reasonable and documented its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments during the continuance of an Event of Default, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxestaxes other than Non-Excluded 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit the other Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Documents (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); provided , PROVIDED, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct of the Administrative Agent or any such Indemnitee Lender or (ii) legal proceedings commenced against the Administrative Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as determined such. Any statement for reasonable expenses of counsel to the Administrative Agent and the Lenders payable by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower pursuant to this subsection 11.5 shall have no obligation hereunder be sent to any Indemnitee with respect to claims that do not involve an act or omission a Responsible Officer of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any within six months of the Administrative Agent, any Arranger, or termination of the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)event giving rise to such expenses. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Parent Borrower agrees (ia) to pay or reimburse the Arrangers Agents and the Administrative Agent Other Representatives for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)Commitments contemplated hereby and thereby) and (iii) efforts to monitor the Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) (i) the reasonable feesfees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and Blake, disbursements Xxxxxxx & Xxxxxxx LLP, and such other charges special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of one counsel to an Event of Default) is approved by the Administrative AgentParent Borrower, (iib) to pay or reimburse each Lender, Other Representative, Issuing Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgents and the Lenders, (iiic) to pay, indemnify, defend or reimburse each Lender, Other Representative, Issuing Lender and Agent for, and hold harmless each Lender, Other Representative, Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents documents, (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (ivd) to pay, indemnify, defend and hold harmless indemnify or reimburse each Lender, each Arranger Other Representative, Issuing Lender and the Administrative Agent Agent, their respective affiliates, and their respective Related Parties officers, directors, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (collectivelyeach, the an “IndemniteesIndemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including Environmental Costs), expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof)Loans, (B) Letters of Credit or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable attributable to the operations of the Parent Borrower or any of its Subsidiaries or applicable to any of property or facility owned, leased or operated by the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Parent Borrower or any of its Subsidiaries or the presence of Materials of Environmental Concern at, on or under, and Release of Materials of Environmental Concern at, on, under or from time to time any such properties or facilities (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”) and (e) to pay reasonable and documented fees for appraisals and field examinations required by subsection 7.6(b) and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this subsection 11.5); provided that any Borrower shall not have any obligation hereunder to the Administrative Agent, any other Agent, any Issuing Lender, any Other Representative or any Lender (or any of their respective affiliates, or any of their respective officers, directors, employees, shareholders, members, attorneys and other advisors, agents and controlling persons with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision, or by settlement tantamount thereto) of the Administrative Agent, any such other Agent, any LC Facility Issuing Lender, any such Other Representative or any such Lender (or any of their respective affiliates, or any of their respective officers, directors, employees, shareholders, members, agents, attorneys and other advisors, successors and controlling persons), and (ii) claims made or legal proceedings commenced against the Administrative Agent, any other Agent, any Issuing Lender, any Other Representative or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. To the fullest extent permitted under applicable law, no Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. All amounts due under this subsection shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 11.5 shall be submitted to the address of the Borrowers set forth in subsection 11.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above and in Section 4, the Borrowers shall have no obligation hereunder under this subsection 11.5 to any Indemnitee with respect to indemnified liabilities arising from the gross negligence any Taxes imposed, levied, collected, withheld or willful misconduct of such Indemnitee as determined assessed by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans Loans, the L/C Obligations and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Administrative Agent, the Collateral Agent and the Administrative Agent each Lender for all their reasonable and documented its out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification toto this Agreement, this Agreement the Notes, the other Loan Documents and any other documents prepared in connection herewith or therewith, in the case of the Administrative Agent and the Collateral Agent, the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including and the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent and professionals engaged by the Administrative Agent and the Collateral Agent, and filing and recording fees and expenses, (iib) to pay or reimburse the Administrative Agent, the Collateral Agent, and each Lender and the Administrative Agent for all its reasonable and documented costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring ofthe Notes, this Agreement the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuance of a Default or an Event of Default, including without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, the Collateral Agent and each Lender and professionals engaged by the Administrative Agent, the Collateral Agent and the Lenders, (iiic) to pay, indemnify, defend and indemnify and hold harmless each Lender Lender, each Joint Lead Arranger, each Documentation Agent, each Syndication Agent, the Collateral Agent and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, 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 Agreement, the Notes, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender, each Arranger and Joint Lead Arranger, the Collateral Agent, each Syndication Agent, each Documentation Agent, the Administrative Agent and each of their respective Related Parties Affiliates, directors, officers, employees and agents (collectivelyeach, the an “IndemniteesIndemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance performance, preservation of rights and administration of this Agreement and Agreement, the breach by Notes, the Borrower ofother Loan Documents or the use of the proceeds of the Extensions of Credit, or default by the Borrower underincluding without limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Loan Parties or any of its Subsidiaries their respective properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); , provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising determined by the final judgment of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment or any of a court such Indemnitee’s affiliates or any of competent jurisdiction and provided further such Indemnitee’s directors, officers, employees or agents; provided, further, that the Borrower shall have in no obligation hereunder event be responsible for punitive damages to any Indemnitee pursuant to this Section 9.5 except such punitive damages required to be paid by such Indemnitee in respect of any indemnified liabilities. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do any of them might have by statute or otherwise against any Indemnitee. To the extent permitted by applicable law, no Loan Party nor any of their respective Subsidiaries shall assert, and each Loan Party hereby waives, on behalf of itself and its Subsidiaries, any claim against each Lender, each Documentation Agent, each Syndication Agent, each Joint Lead Arranger, each Agent and their respective affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not involve an the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees, on behalf of themselves and each of their respective Subsidiaries, not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. All amounts due under this Section 9.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Chief Financial Officer of the Borrower (Telecopy No. 408-995-0505), at the address of the Borrower set forth in Section 9.2 (with copies (which shall not constitute notice) to the General Counsel of the Borrower and Xxxxxxxx & Xxxxx LLP at the respective addresses set forth in Section 9.2), or any of its affiliates and that is brought to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers each of Agent and the Administrative Agent on demand for all their reasonable and documented its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and any other Loan Documents or other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Agent and Administrative Agent, (iib) to pay or reimburse each Lender Lender, Agent and the Administrative Agent on demand for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring ofthe Notes, this Agreement the other Loan Documents and any such other documents, including or the satisfaction or review of conditions precedent to any borrowing other than that occurring on the Effective Date, including, without limitation, reasonable fees, fees and disbursements and other charges of counsel to each Lender Agent and Administrative Agent and, in the case of enforcement or preservation of any rights under this Agreement, counsel to the Administrative Agentseveral Lenders, and (iiic) to pay, indemnify, defend and to hold harmless each Lender Lender, Agent and the Administrative Agent fromand their respective officers, directors, employees and agents harmless for, from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the Notes, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Agent and the Administrative Agent and their respective Related Parties (collectivelyofficers, the “Indemnitees”) directors, employees and agents harmless for, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by in any other way arising out of or relating to, this Agreement, the Borrower underNotes, the other Loan Documents and any such other documents, including, without limitation, any claim resulting or arising out of the presence of Hazardous Materials in any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”"Indemnified Liabilities"); , provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of any such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act Lender or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender (ii) legal proceedings commenced against any other such Lender (other than claims against by any security holder or creditor thereof arising out of the Administrative Agent, and based upon rights afforded any Arranger, such security holder or the Lenders or their Affiliates creditor solely in their respective its capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereundersuch.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse each of the Arrangers and the Administrative Agent for all their reasonable and documented out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby thereby, including, without limitation, the reasonable and documented fees and disbursements of outside counsel (including the syndication of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one local counsel in each applicable jurisdiction) to the Administrative AgentAgent and the Arrangers, (iib) to pay or reimburse each Lender Lender, the Arrangers and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel (including the reasonable fees, disbursements allocated fees and other charges expenses of counsel in house counsel) to each Lender and of counsel to the Administrative Agent and the Arrangers, provided, that in connection with any workout or restructuring, the Borrower shall pay the fees and disbursements of (i) one U.S. counsel for the Administrative Agent, the Arrangers and the Lenders pursuant to this clause (iiib) and (ii) one counsel to the Administrative Agent and the Lenders in the jurisdiction of each Foreign Subsidiary Borrower pursuant to this clause (b), and, in the case of an actual or perceived conflict of interest where the indemnified party affected by such conflict informs the Borrower of such conflict and thereafter, retains its own counsel, of another firm of counsel for such affected indemnified party, (c) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and each of their affiliates and their respective officer, directors, employees, agents and advisors (each, an “indemnified party”) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold each indemnified party harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with by any investigative, administrative indemnified party or judicial proceeding commenced asserted against any indemnified party by any third party or threatened by the Borrower or any other Personof its Subsidiaries arising out of, whether in connection with or not any such Indemnitee shall be designated as a party result of the Transactions (or potential party any transactions related thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofsuch other documents, or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or Borrower, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); , provided that the Borrower shall have no obligation hereunder to any Indemnitee indemnified party with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as indemnified party determined by in a court of competent jurisdiction in a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)judgment. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers hereunder and the Administrative Agent agree that any and all termination of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderAgreement.

Payment of Expenses and Taxes. (a) The Borrower agrees Company agrees, if the Closing Date occurs, (i) to pay or reimburse the Arrangers and the Administrative Agent and each Lender (A) for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the 58 transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (ii) to pay or reimburse Agent and each Lender and the Administrative Agent filing and recording fees and expenses and (B) for all of its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (ii) to pay or reimburse the Administrative Agent, Collateral Trustee, and each Lender for all their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, in each case, during the continuance of a Default or an Event of Default, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender, (iii) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (iv) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent Agent, their Affiliates (other than the Company and its Subsidiaries) and each of their respective Related Parties officers, directors, trustees, employees, agents, advisors and controlling persons (collectivelyeach, the an “IndemniteesIndemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Company or any of its Subsidiaries or applicable any real property currently or formerly owned, leased, operated or otherwise used (including properties to any of which wastes or other materials were sent for treatment, storage or disposal) by the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower Company or any of its Subsidiaries from time to time or any of their predecessors and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (iv), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided , provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee as determined Indemnitee. Without limiting the foregoing, and to the extent permitted by a final non-appealable judgment applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do not involve an act or omission of the Borrower or any of its affiliates and that is brought them might have by the Administrative Agent, an Arranger statute or any Lender otherwise against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderIndemnitee.

Payment of Expenses and Taxes. (a) The Each Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents, any Letters of Credit, and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, ; (iib) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable and documented costs and expenses (including post-judgment costs and expenses) incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring ofthe other Loan Documents, this Agreement any Letters of Credit, and any such other documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, the Issuing Lender and the several Lenders; (iiic) to pay, indemnify, defend and indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent from(and their respective affiliates, officers, directors, employees, advisors and agents) from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents, any Letters of Credit, and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, documents; and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender, each Arranger the Issuing Lender and the Administrative Agent (and their respective Related Parties (collectivelyaffiliates, the “Indemnitees”officers, directors, employees, advisors and agents) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges regardless of counsel incurred in connection whether pre-judgment or post-judgment) with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents, the Letters of Credit, and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or Kimco, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); , provided that the Borrower Borrowers shall have no obligation hereunder to any Indemnitee indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)indemnitee. The agreements in this Section 12.5 10.5 shall survive repayment the termination of this Agreement, the expiration, cancellation, or other termination of the Letters of Credit, and the payment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Agent and the Administrative Agent each Co-Arranger for all their its reasonable costs and documented out-of-pocket costs expenses (including travel and other expenses incurred by it or its agents in connection with performing due diligence with regard hereto) incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby thereby, including, without limitation, syndication efforts (including whether completed before or after the syndication of the Revolving Credit Commitments), including Closing Date) in connection with this Agreement and the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative each Facility Agent, (iib) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each Lender and the Administrative Agent for all its reasonable and documented costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring ofthe Notes, this Agreement the other Loan Documents and any such other documentsdocuments or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or of any insolvency or bankruptcy proceeding, including the including, without limitation, reasonable fees, legal fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and each Lender (including the allocated costs of internal counsel to the Agent and the Lenders which costs are not in duplication of any costs of outside counsel to the Agent and each Lender), (iiic) to pay, indemnify, defend and indemnify and hold harmless each Lender and the Administrative each Facility Agent from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (iv) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.or

Payment of Expenses and Taxes. Kimco agrees (a) The Borrower agrees (i) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents, any Letters of Credit, and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, ; (iib) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable and documented costs and expenses (including post-judgment costs and expenses) incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring ofthe other Loan Documents, this Agreement any Letters of Credit, and any such other documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, the Issuing Lender and the several Lenders; (iiic) to pay, indemnify, defend and indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent from(and their respective affiliates, officers, directors, employees, advisors and agents) from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, documentary, 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 Agreement, the other Loan Documents, any Letters of Credit, and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, documents; and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender, each Arranger the Issuing Lender and the Administrative Agent (and their respective Related Parties (collectivelyaffiliates, the “Indemnitees”officers, directors, employees, advisors and agents) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges regardless of counsel incurred in connection whether pre-judgment or post-judgment) with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents, the Letters of Credit, and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or Kimco, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); , provided that the Borrower Kimco shall have no obligation hereunder to any Indemnitee indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)indemnitee. The agreements in this Section 12.5 10.5 shall survive repayment the termination of this Agreement, the expiration, cancellation, or other termination of the Letters of Credit, and the payment of the Revolving Credit Loans, the Competitive Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the reasonable fees, disbursements allocated fees and other charges expenses of counsel in-house counsel) to each Lender and of counsel to the Administrative Agent, provided, that in connection with any workout or restructuring, the Borrower shall pay the fees and disbursements of (iiii) one counsel for the Administrative Agent and the Lenders pursuant to this clause (b) and (ii) one counsel to the Administrative Agent and the Lenders in the jurisdiction of each Foreign Subsidiary Borrower pursuant to this clause (b), (c) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the breach by the Borrower ofother Loan Documents including, or default by the Borrower underwithout limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or Borrower, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); , provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower Administrative Agent or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)such Lender. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Agents and the Administrative Agent Other Representatives for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)) contemplated hereby and thereby (including, including without limitation, any fees and expenses in connection with the resignation or removal of the Administrative Agent pursuant to Section 9.10) and (iii) efforts to monitor the Term Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) (i) the reasonable fees, fees and disbursements and other charges of one a single firm of counsel to Wachovia Bank, National Association and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Administrative Agentcontinuance of an Event of Default) is approved by the Borrower, (iib) to pay or reimburse each Lender and the Administrative Agent Agents for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgents and the Lenders, (iiic) to pay, indemnify, defend and hold harmless or reimburse each Lender and the Administrative Agent Agents for, and hold each Lender and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, 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, 104 supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless indemnify or reimburse each Lender, each Arranger and the Administrative Agent Agent, their respective affiliates, and their respective Related Parties officers, directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (collectivelyeach, the an “IndemniteesIndemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Term Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or of any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, property of the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided that the Borrower shall not have no any obligation hereunder to the Administrative Agent, any Indemnitee other Agent or any Lender with respect to indemnified liabilities Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, any other Agent or any such Lender (or any of their respective directors, trustees, officers, employees, agents, successors and assigns) or (ii) claims made or legal proceedings commenced against the Administrative Agent, any other Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. No Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. All amounts due under this Section shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Section shall be submitted to the address of the Borrower set forth in Section 10.2, or to such other Person or address as determined may be hereafter designated by the Borrower in a final non-appealable judgment of a court of competent jurisdiction notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and provided further that (c) above, the Borrower shall have no obligation hereunder under this Section 10.5 to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Taxes. The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Term Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower Company agrees to pay all costs, fees and expenses in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to pay the issuance, delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Securities; (iii) all financial, issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent public or reimburse the Arrangers certified public accountants and the Administrative Agent for other advisors; (v) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation printing, filing, shipping and execution distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Prospectus, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country, and, if requested by the Placement Agent, preparing and printing a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any amendmentsupplements thereto, supplement or modification toadvising the Placement Agent of such qualifications, registrations and exemptions; and (vii) if applicable, the filing fees incident to the review and approval by the FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; and (viii) the fees and expenses associated with including the Securities on the Exchanges. All payments provided for under this Agreement and do not include any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (iii) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesvalue added tax payable thereon, if any, that may and shall be payable paid in full without any set-off or determined to be payable in connection with the execution counterclaim and delivery free and clear of, and without any deductions or consummation withholding for, or administration on account of, any present or future taxes, levies duties or charges, interest or penalties of any of nature unless the transactions contemplated bydeduction or withholding is required by law, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any which event the Company will pay such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable additional amount as will be required to an assignment or Participation, and (iv) to pay, indemnify, defend and hold harmless each Lender, each Arranger and ensure that the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened net amount received by the Borrower Placement Agent or any other Person, whether or not any such Indemnitee shall be designated Indemnified Person (as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines defined below) (including Environmental Laws), common law, equity, contract or otherwise that as the case may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (Abe) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable is equal to the operations of the Borrower amount it would have received had no such deduction or any of its Subsidiaries withholding or applicable charge to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereundertax been made.

Payment of Expenses and Taxes. The Company agrees (a) The Borrower agrees (i) to pay or reimburse the Arrangers each Lender and the Administrative Agent for all their reasonable and documented its out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution and execution delivery of, and any amendment, restatement, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewiththe Related Documents, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative AgentAgent and such Lenders, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented their out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Agreement or the Related Documents, including, without limitation, reasonable fees and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to each Lender, (iiic) to pay, indemnify, defend and indemnify and hold harmless each Lender Lender, the Agent and the Administrative Collateral Agent fromfrom and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, documentary, stamp, excise and other similar taxes (other than income 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 and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationthe Related Documents, and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender, each Arranger the Agent and the Administrative Collateral Agent and their respective Related Parties (collectivelyany partner, member, director, officer, official, employee, counsel, consultant and Agent of the “Indemnitees”) Lender from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable fees and disbursements of counsel) or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Related Documents (all the foregoing in this clause (iv)foregoing, collectively, the “"indemnified liabilities”"); , provided that the Borrower Company shall have no obligation hereunder to the Agent, the Collateral Agent or any Indemnitee Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of Agent, the Borrower Collateral Agent or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)such Lender. The agreements in this Section 12.5 Subsection 10.5 shall survive the repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderObligations.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay ----------------------------- or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (iiic) without duplication of amounts payable pursuant to paySections 4.9 and 4.10, indemnifyTO ------------ ---- PAY, defend and hold harmless each Lender and the Administrative Agent fromINDEMNIFY, any and all recording and filing fees and any and all liabilities with respect toAND HOLD EACH LENDER AND THE AGENT HARMLESS FROM, or resulting from any delay in payingANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, stampOR RESULTING FROM ANY DELAY IN PAYING, excise and other similar taxesSTAMP, if anyEXCISE AND OTHER TAXES, that may be payable or determined to be payable in connection with the execution and delivery ofIF ANY, or consummation or administration of any of the transactions contemplated byWHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, or any amendmentOR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, supplement or modification ofOR ANY AMENDMENT, or any waiver or consent under or in respect ofSUPPLEMENT OR MODIFICATION OF, this Agreement and any such other documents OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND (collectivelyD) WITHOUT DUPLICATION OF AMOUNTS PAYABLE PURSUANT TO SECTIONS 4.9 AND 4.10, “Other Taxes”TO PAY, INDEMNIFY, AND HOLD EACH LENDER, EACH ------------ ---- ISSUING LENDER AND THE AGENT, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, ADVISORS, AGENTS AND CONTROLLING PERSONS (EACH, AN "INDEMNITEE"), except for any such Other Taxes attributable to an assignment or ParticipationHARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, and ----------- OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS OR THE USE OF THE PROCEEDS OF THE LOANS (iv) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.ALL THE FOREGOING IN THIS CLAUSE

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent Lender for all their reasonable and documented out-of-pocket of its costs and expenses incurred in connection with the development, preparation and execution of, and any administration, amendment, modification, extension, renewal, supplement or modification toreplacement of, this Agreement Agreement, the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the syndication fees and disbursements of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative AgentLender, (iib) to pay or reimburse each the Lender and the Administrative Agent for all of its reasonable and documented costs and expenses incurred in connection with the legal interpretation, enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Credit Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentLender, (iiic) to pay, indemnify, defend indemnify and hold the Lender harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, 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, modification, extension, renewal, supplement or modification replacement of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend indemnify and hold the Lender harmless each Lenderfrom, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Credit Documents and the breach by the Borrower of, or default by the Borrower under, any such other documents (all of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “"indemnified liabilities”"); provided that the Borrower shall have no obligation hereunder to any Indemnitee the Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any ArrangerLender, or (ii) legal proceedings commenced against the Lenders Lender by any security holder or their Affiliates creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in their respective its capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)such. The agreements in this Section 12.5 Subsection shall survive repayment the termination of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse payment of the Note for any obligation a period of 2 years. The Borrower authorizes the Lender to debit from the Operating Account all such payments or claim for any indemnification thereunder, is limited to recourse to reimbursements which the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject is required to any recourse, in respect of any such obligations or claims hereunder or thereundermake under this Subsection 9.6.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers each Lender and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to each Lender and the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the Notes and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties Affiliates (collectively, the “Indemnitees”Indemnified Parties") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges irrespective of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by whether the Borrower or any other Person, whether or not any such Indemnitee shall be designated Indemnified Party is named as a party to any litigation or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating proceeding) with respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”)a "Third Party Claim"; provided provided, however, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities Third Party Claims arising from the gross negligence or willful misconduct of the Administrative Agent or any such Indemnitee Lender, as determined by a final non-appealable judgment of a court of competent jurisdiction in a final and provided further non-appealable judgment; provided, further, that (i) each Indemnified Party shall promptly notify the Borrower in writing upon becoming aware of the initiation of any Third Party Claim against it, (ii) the Borrower shall have no obligation hereunder be entitled to participate in the defense of any Indemnitee such Third Party Claim and, if the borrower so chooses, to assume the defense, at the Borrower's expense, of any such Third Party Claim with respect to claims that do not involve an act or omission of counsel selected by the Borrower or (it being understood that any of its affiliates Indemnified Party shall have the right to participate in such defense and employ counsel separate from the counsel employed by the Borrower, and that is brought such counsel shall be at the expense of such Indemnified Party unless such Indemnified Party shall have been advised by counsel that there may be legal defenses available to it that are inconsistent with or in addition to those available to the Administrative AgentBorrower, an Arranger or in which case such counsel shall be at the Borrower's expense) and (iii) no Indemnified Party shall settle any Lender against any other Lender Third Party Claim without the Borrower's prior written consent (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreementsuch consent not to be unreasonably withheld). The agreements in this Section 12.5 9.5 shall survive repayment of the Revolving Credit Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative AgentAgent and filing and recording fees and expenses, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender for the Lenders and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees or stamp and excise taxes imposed by any Governmental Authority in connection with the execution, delivery, registration or enforcement of this Agreement or any Note hereunder (collectively, "Stamp Taxes") and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise any Stamp Taxes and other similar taxesany Covered Taxes, if any, that may be are payable by Borrower directly or determined indirectly pursuant 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 and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or ParticipationSection 2.15, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties officers, directors, employees, affiliates, agents and controlling persons (collectivelyeach, the “Indemnitees”an "Indemnitee'') harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection excluding any taxes that are not Stamp Taxes or Covered Taxes) with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents or any investigation, litigation or default by the Borrower under, proceeding relating to or arising out of any of the provisions foregoing (whether or not any Indemnitee is a party thereto), including any of this Agreement, any Revolving Credit Loan or Letter of Credit, or the foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any Loan Party or any of its Subsidiaries the facilities and properties owned, leased or applicable to operated by any Loan Party and the reasonable fees and expenses of the Real Estatelegal counsel in connection with claims, actions or (C) proceedings by any Environmental Claim or Indemnitee against any Hazardous Materials relating to or arising from, directly or indirectly, Loan Party under any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”"Indemnified Liabilities"); provided , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee as determined Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 Business Days after written demand therefor. Statements payable by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower pursuant to this Section 11.5 shall have no obligation hereunder be submitted to any Indemnitee with respect to claims that do not involve an act or omission Vice President-Finance (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 11.2, or any of its affiliates and that is brought to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 11.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Administrative Agent, the Co-Syndication Agents and the Administrative Agent Co-Documentation Agents for all their reasonable costs and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one external counsel to the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Banks, (iib) after the occurrence of an Event of Default, to pay or reimburse each Lender Bank, the Co-Syndication Agents, the Co-Documentation Agents and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Agreement and any such other documents, including the reasonable feesincluding, without limitation, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and to the several Banks and the allocated cost of internal counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender Bank, the Co-Syndication Agents, the Co-Documentation Agents and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each LenderBank, each Arranger the Co-Syndication Agents, the Co-Documentation Agents and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time such other documents (all the foregoing in this clause (iv)foregoing, collectively, the “"indemnified liabilities”"); provided , PROVIDED, that the Borrower shall have no obligation hereunder to the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents or any Indemnitee Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower Administrative Agent or any such Bank or their agents or attorneys-in-fact, (ii) legal proceedings commenced against the Administrative Agent or any such Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its affiliates and that is brought by capacity as such or (iii) legal proceedings commenced against any such Bank, the Administrative Agent, an Arranger the Co-Syndication Agents or any Lender against the Co-Documentation Agents by any other Lender (Bank or the Administrative Agent with respect to fee arrangements and other than claims against any of payment obligations between the Administrative Agent, any Arrangerthe Co-Syndication Agents, or the Lenders or their Affiliates in their respective capacity as Co-Documentation Agents and the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Banks. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers The Administrative Agent and the Administrative Agent Banks agree that to provide reasonable details and supporting information concerning any costs and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited expenses required to recourse be paid by the Borrower pursuant to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderterms hereof.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the several Lenders (but excluding any transfer or similar taxes arising solely from the event of an assignment by a Lender under subsection 10.6(c)), (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for but excluding any such Other Taxes attributable to taxes arising solely from the event of an assignment or Participationby a Lender under subsection 10.6(c)), and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); provided , provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any Lender or (ii) legal proceedings commenced against the Administrative Agent or any Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such Indemnitee security holder or creditor solely in its capacity as determined by a final non-appealable judgment of a court of competent jurisdiction and such. Notwithstanding the foregoing, except as provided further that in clause (c) above, the Borrower shall have no obligation hereunder under this subsection 10.5 to the Administrative Agent or any Indemnitee Lender with respect to claims that do not involve an act any tax, levy, impost, duty, charge, fee, deduction or omission of the Borrower withholding imposed, levied, collected, withheld or assessed by any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent each Lender for all their its reasonable and documented out-of-out of pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including the reasonable fees, fees and disbursements and other charges of one counsel to each Lender and filing and recording fees and expenses, with statements with respect to the Administrative Agentforegoing to be submitted to the Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Lenders shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative each Collateral Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative each Collateral Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative each Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, Lender and each Arranger and the Administrative Collateral Agent and their respective Related Parties officers, directors, employees, affiliates, agents and controlling persons (collectivelyeach, the an “IndemniteesIndemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Revolving Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any Group Member or any of its Subsidiaries the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee as determined Indemnitee. Without limiting the foregoing, and to the extent permitted by a final non-appealable judgment of a court of competent jurisdiction and provided further that applicable law, the Borrower shall have no obligation hereunder 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 Indemnitee other rights of recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not involve an act or omission later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Chief Financial Officer (Telephone No. 000-000-0000) (Telecopy No. 908-626-0473), at the address of the Borrower set forth in Section 8.2, or any of its affiliates and that is brought to such other Person or address as may be hereafter designated by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of Borrower in a written notice to the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Lenders. The agreements in this Section 12.5 8.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement the Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay out-of-pocket expenses, including attorneys’ fees, incurred by a Lender in connection with the negotiation, preparation and execution of the Credit Documents, not to exceed $2,500 for each Lender, and reasonable expenses, including reasonable attorneys’ fees, in connection with any future amendments or modifications hereto, (c) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Credit Agreement and any such other documentsCredit Documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (iiid) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ive) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties (collectivelyAffiliates, the “Indemnitees”) officers, directors, shareholders, employees and agents harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loans (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that the Borrower shall not have no any obligation hereunder to the Agent or any Indemnitee Lender with respect to indemnified liabilities Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the Agent or any such Indemnitee as Lender, (ii) legal proceedings commenced against or disputes among the Agent or any Lender by any other Lender or its participants or the Agent, or (iii) the violation by the Agent or any such Lender of an express provision of the Credit Documents, if so determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)jurisdiction. The agreements in this Section 12.5 11.5 shall survive repayment of the Revolving Credit Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Credit Parties agree (a) The Borrower agrees (i) to pay or reimburse the Arrangers Administrative Agent and the Administrative Agent Arranger for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative AgentAgent and the Arranger, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Credit Agreement and any such the other documentsCredit Documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and Lender, the Administrative Agent and the Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, documentary, intangibles, excise and other similar taxes, charges or levies, 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 Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each the Administrative Agent, the Arranger and the Administrative Agent their Affiliates and their respective Related Parties officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates (collectively, collectively called the “Indemnitees”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented feesother than those liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened for which indemnification is provided by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating Credit Parties pursuant to (AArticle II) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including with respect to the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that the Borrower Borrowers shall not have no any obligation hereunder to any an Indemnitee with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence negligence, wrongful refusal to fund or willful misconduct of such Indemnitee Indemnitee, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)judgment. The agreements in this Section 12.5 9.5 shall survive repayment of the Revolving Credit Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Each Specified Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Specified Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewiththerewith (requested by or for the benefit of such Borrower) other than any Assignment and Acceptance, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Specified Agent, (iib) to pay or reimburse each Specified Lender and the Administrative Specified Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring ofany Notes, this Agreement the other Loan Documents and any such other documents, including including, without limitation, the reasonable feesfees and disbursements of one counsel representing the Specified Agent and the Specified Lenders in each jurisdiction and, disbursements at any time after and other charges during the continuance of an Event of Default, to the extent a conflict arises, of one additional counsel to each Lender all the Specified Lenders, and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Specified Lender and the Administrative Specified Agent (and their respective trustees, directors, officers, employees and agents) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, 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 Agreement, any Notes, the other Loan Documents and any such other documents (collectively, “Other Taxes”requested by or for the benefit of such Borrower), except for any such Other Taxes attributable to an assignment or Participation, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Specified Lender and the Administrative Specified Agent (and their respective Related Parties (collectivelytrustees, the “Indemnitees”directors, officers, employees and agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Notes, the other Loan or Letter of CreditDocuments, the Acquisition Documents, the Transactions or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or Specified Loans in connection with the Transactions and any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time such other documents (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided , PROVIDED that the Specified Borrower shall have no obligation hereunder to the Specified Agent, or any Indemnitee Specified Lender (or their respective trustees, directors, officers, employees and agents) with respect to indemnified liabilities arising from the gross negligence or willful wilful misconduct of such Indemnitee as determined by a final non-appealable judgment the indemnified party or, in the case of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role indemnified liabilities arising under this Agreement), any Notes and the other documents, from material breach by the indemnified party of this Agreement, any Notes or the other Loan Documents, as the case may be. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Specified Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Administrative Agent and the Multicurrency Administrative Agent for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative AgentAgent and the Multicurrency Administrative Agent and filing and recording fees and expenses, (iib) to pay or reimburse each Lender Lender, Issuing Lender, the Administrative Agent and the Multicurrency Administrative Agent for all its reasonable and documented of their respective costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent and the Multicurrency Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender and Lender, each Issuing Lender, the Administrative Agent and the Multicurrency Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger the Administrative Agent and the Multicurrency Administrative Agent and their respective Related Parties officers, directors, employees, affiliates, agents and controlling persons (collectivelyeach, the an “IndemniteesIndemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any Group Member or any of its Subsidiaries the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from a material breach of this Agreement, the gross negligence or willful misconduct of such Indemnitee as determined Indemnitee. Without limiting the foregoing, and to the extent permitted by a final non-appealable judgment of a court of competent jurisdiction and provided further that applicable law, the Borrower shall have no obligation hereunder 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 Indemnitee other rights of recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not involve an act or omission later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Chief Financial Officer, Treasurer and Chief Legal Officer (Telephone No.: (000) 000-0000) (Telecopy No.: (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or any of its affiliates and that is brought to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 10.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Borrowers agree (a) The Borrower agrees (i) to pay or reimburse the Arrangers Administrative Agent, the Syndication Agent and the Administrative Agent Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution of, and any amendment, supplement or modification to, this Agreement of the Credit Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one firm of counsel (and such other counsel in foreign jurisdictions as may be agreed by the Administrative Agent and the Borrowers) to the Administrative Agent, the Syndication Agent and the Lead Arrangers, (iib) to pay or reimburse each Lender all of the reasonable expenses, including without limitation, reasonable fees and expenses of counsel, incurred by the Administrative Agent in connection with the administration of the facilities provided for herein or in connection with any amendments, waivers, work-outs or restructurings in respect thereof, (c) to pay or reimburse the Administrative Agent, the Syndication Agent, the Lead Arrangers and each Lender for all its reasonable and documented their costs and expenses incurred in connection with with, and to pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Lead Arrangers and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement under any Credit Document and any such other documents, including the including, without limitation, reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, the Lead Arrangers and each Lender incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to its rights and responsibilities under this Agreement and the documentation relating thereto, (iiid) to pay, indemnify, defend and to hold harmless the Administrative Agent, the Syndication Agent, the Lead Arrangers and each Lender and the Administrative Agent from, harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding 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 any Credit Document and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ive) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent Agent, the Syndication Agent, the Lead Arrangers and each Lender and their respective Related Parties (collectivelyAffiliates, the “Indemnitees”) officers, directors and trustees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including including, without limitation, reasonable fees and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that counsel) which may be imposed on, incurred by or asserted against any Indemniteethe Administrative Agent, in any manner the Syndication Agent, the Lead Arrangers or the Lenders or such Affiliates, officers, directors or trustees arising out of or relating in connection with any investigation, litigation or proceeding related to (A) this Agreement Agreement, the other Credit Documents, the proceeds of the Loans and the transactions contemplated by or in respect of such use of proceeds, or any other agreements or documents contemplated hereby or thereby, of the other transactions contemplated hereby (including hereby, whether or not the executionAdministrative Agent, deliverythe Syndication Agent, enforcementthe Lead Arrangers or any of the Lenders or such Affiliates, performance and administration of this Agreement and the breach by the Borrower ofofficers, directors or default by the Borrower undertrustees is a party thereto, including, without limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations Borrowers, any of the Borrower their Subsidiaries or any of its Subsidiaries the facilities and properties owned, leased or applicable to any of operated by the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower Borrowers or any of its their Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”); provided that the Borrower Borrowers shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising of the Administrative Agent, the Syndication Agent, the Lead Arrangers or any Lender or any of their respective Affiliates, officers, directors and trustees to the extent, as determined by the final and nonappealable decision of a court of competent jurisdiction, resulting from (i) the gross negligence or willful misconduct of such Indemnitee as determined the person seeking indemnification or (ii) legal proceedings commenced against the Administrative Agent, the Syndication Agent, the Lead Arrangers or Lender not arising from (A) violation of any law by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower Bermuda Holdings or any of its affiliates Subsidiaries or (B) breach by Bermuda Holdings or either Borrower of its obligations owed to the Administrative Agent or the Lenders under the Credit Documents (not including obligations with respect to financial performance or payment) or any misrepresentation made by Bermuda Holdings or either Borrower under the Credit Documents, by (x) a security holder or creditor of the indemnified person arising out of and based upon the rights afforded such security holder or creditor solely in its capacity as such or (y) arising out of disputes, claims or proceedings among the Agents, the Lenders and/or the Transferees. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrowers agree not to assert, and hereby waive (and shall cause their Subsidiaries not to assert and to waive) all rights for contribution or any other rights of recovery with respect to all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, under or related to Environmental Laws, that is brought any of them might have by statute or otherwise against the Administrative Agent, an Arranger the Syndication Agent, the Lead Arrangers or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Lender. The agreements in this Section 12.5 subsection 11.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Agents and the Administrative Agent Other Representatives for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Initial Term Loan Commitments), including the Tranche B Term Loan Commitments, the Tranche C Term Loan Commitments, the Tranche D Term Loan Commitments and, the Tranche E Term Loan Commitments and the Tranche F Term Loan Commitments) contemplated hereby and thereby and (iii) efforts to monitor the Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable feesand documented fees and disbursements of Xxxxx Xxxx and Xxxxxxxx LLP, disbursements and such other charges special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of one counsel to an Event of Default) is approved by the Administrative AgentBorrower, (iib) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent Agents for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgents and the Lenders, (iiic) to pay, indemnify, defend or reimburse each Lender, each Other Representative and the Agents for, and hold harmless each Lender Lender, each Other Representative and the Administrative Agent Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any stamp, documentary, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless indemnify or reimburse each Lender, each Arranger Other Representative, each Agent (and any sub-agent thereof) and each Related Party of any of the Administrative Agent and their respective Related Parties foregoing Persons (collectivelyeach, the an “IndemniteesIndemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof)1004254246v19 Loans, (B) the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Restricted Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, property of the Borrower or any of its Subsidiaries from time Restricted Subsidiaries, of any actual or prospective claim, litigation, investigation or proceeding relating to time 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 and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided that the Borrower shall not have any obligation hereunder to any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Section 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Section 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Section 11.5 shall be submitted to the address of the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Sections 11.5(b) and (c) above, the Borrower shall have no obligation hereunder under this Section 11.5 to any Indemnitee with respect to indemnified liabilities arising from the gross negligence any tax, levy, impost, duty, charge, fee, deduction or willful misconduct of such Indemnitee as determined withholding imposed, levied, collected, withheld or assessed by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 11.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Administrative Agent and the Administrative Collateral Agent for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the syndication fees and disbursements of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent, (iib) to pay or reimburse each Lender Lender, the Administrative Agent and the Administrative Collateral Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring ofthe Notes, this Agreement the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, to the Collateral Agent and to the several Lenders, (iiic) to pay, indemnify, defend and hold harmless each Lender and Lender, the Administrative Agent and the Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent Agent, the Collateral Agent, the Co-Syndication Agents, the Documentation Agent, and their Affiliates, and their respective Related Parties directors, officers, employees, agents and advisors (collectively, the “Indemnitees”each such person being called an "Indemnified Party") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, judgments and suits, and reasonable costs, expenses or disbursements disbursements, of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the Notes and the breach by other Loan Documents, the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower Loans, including the use and reliance on electronic, telecommunications or any of its Subsidiaries other information or applicable to any of transmission systems in connection with the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Documents (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); provided , REGARDLESS OF WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AN INDEMNIFIED PARTY, provided, that the Borrower shall have no obligation hereunder to any Indemnitee an Indemnified Party with respect to indemnified liabilities (i) arising from the gross negligence or willful misconduct of such Indemnitee as determined Indemnified Party or (ii) that are found by a final final, non-appealable judgment of a court of competent jurisdiction and to arise solely from the reliance by one or more third-parties to their detriment on false or misleading information (the "Delivered Information") provided further that the Borrower shall have no obligation hereunder directly to any Indemnitee with respect to claims that do such third-party by such Indemnified Party or its Affiliates, but such Delivered Information was not involve an act provided by, or omission of based on information provided by, the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger Affiliates or any Lender against any other Lender advisors to such Indemnified Party nor was such Delivered Information available to (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, based on information available to) such Indemnified Party from a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)publicly available source. The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Notes and the Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Parent Borrower agrees (ia) to pay or reimburse the Arrangers Administrative Agent and the Administrative Agent Other Representatives for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution and execution delivery of, and any amendment, supplement supplement, waiver or modification to, this Agreement and the other Loan Documents and any other 116 documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)Commitments and Term Loans, including the Administrative Agent's due diligence investigation and any collateral audit) contemplated hereby and thereby, including, without limitation, the reasonable fees, fees and disbursements and other charges of one firm of counsel and of local counsel to the Administrative AgentAgent and the Other Representatives, (iib) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent for all its respective reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one firm of counsel to each Lender and of local counsel to the Administrative Agent, the Other Representatives and the several Lenders, and any reasonable Environmental Costs arising out of or in any way relating to any Loan Party or any property in which any Loan Party has had any interest at any time, (iiic) to pay, indemnify, defend and indemnify and hold harmless each Lender and Lender, the Administrative Agent fromand the Other Representatives from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender, each Arranger and the Administrative Agent and the Other Representatives (and their respective Related Parties (collectivelydirectors, the “Indemnitees”trustees, officers, employees, agents, successors and assigns) from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not caused by any such Indemnitee shall be designated as a party or potential party theretoPerson's own negligence (other than gross negligence) and including, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or therebywithout limitation, the other transactions contemplated hereby (including reasonable fees and disbursements of counsel) with respect to the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and any such other documents (regardless of whether the breach by Administrative Agent, any such Other Representative or any Lender is a party to the Borrower oflitigation or other proceeding giving rise thereto), or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance with noncompliance with, or liability under, any Environmental Law Laws or any orders, requirements or demands of Governmental Authorities related thereto applicable to the operations of the Borrower or Parent Borrower, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”"Indemnified Liabilities"); , provided that the Parent Borrower shall not have no any obligation hereunder to the Administrative Agent, any Indemnitee such Other Representative or any Lender with respect to indemnified liabilities Environmental Costs or Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, any Other Representative or any such Indemnitee Lender (or any of their respective directors, officers, employees, agents, successors and assigns) or (ii) legal proceedings commenced against the Administrative Agent, any Other Representative or any such Lender by any securityholder or creditor thereof arising out of and based upon rights afforded any such securityholder or creditor solely in its capacity as determined by a final non-appealable judgment of a court of competent jurisdiction such. Notwithstanding the foregoing, except as provided in clauses (b) and provided further that (c) above, the Parent Borrower shall have no obligation hereunder under this subsection 11.5 to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent Other Representative or any similar role under this Agreement)Lender with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. Subject to subsection 11.17, the Company agrees (a) The Borrower agrees (i) to pay or reimburse the Arrangers Agents and the Administrative Agent Agent-Related Persons for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, syndication and execution and delivery of, and any amendment, supplement supplement, waiver or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby thereby, including, without limitation, the reasonable fees and disbursements of one outside counsel to the Agents (including the syndication reasonable allocated fees and expenses of the Revolving Credit Commitmentsin-house counsel), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent Agents for all its reasonable and documented their respective costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent (including the allocated fees and expenses of in-house counsel), (iiic) to pay, indemnify, defend and hold each Lender, the Issuing Bank, the Agents and each Agent-Related Person harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesTaxes, 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 Agreement, the other Loan Documents and any such other documents documents, and (collectivelyd) TO PAY, INDEMNIFY, AND HOLD EACH LENDER, THE ISSUING BANK, THE AGENTS AND THE AGENT-RELATED PERSONS AND THEIR RESPECTIVE DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE TRANSACTION DOCUMENTS, OR THE USE OR PROPOSED USE OF THE PROCEEDS OF THE LOANS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND ANY SUCH OTHER DOCUMENTS, REGARDLESS OF WHETHER ANY AGENT OR LENDER IS A PARTY TO THE LITIGATION OR OTHER PROCEEDING GIVING RISE THERETO AND REGARDLESS OF WHETHER ANY SUCH LITIGATION OR OTHER PROCEEDING IS BROUGHT BY THE COMPANY OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING RELATING TO THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OF THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY OF THE PROPERTIES (ALL THE FOREGOING IN THIS CLAUSE (d), COLLECTIVELY, THE “Other TaxesINDEMNIFIED LIABILITIES”), except for any such Other Taxes attributable to an assignment or ParticipationPROVIDED THAT THE COMPANY SHALL HAVE NO OBLIGATION HEREUNDER TO THE AGENTS, and (iv) to payANY LENDER OR THE ISSUING BANK OR ANY OF THEIR RESPECTIVE DIRECTORS, indemnifyTRUSTEES, defend and hold harmless each LenderOFFICERS, each Arranger and the Administrative Agent and their respective Related Parties (collectivelyEMPLOYEES AND AGENTS WITH RESPECT TO INDEMNIFIED LIABILITIES ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON. WITHOUT LIMITING THE FOREGOING, the “Indemnitees”) from and against any and all other liabilitiesAND TO THE EXTENT PERMITTED BY APPLICABLE LAW, obligationsTHE COMPANY AGREES NOT TO ASSERT, lossesAND HEREBY WAIVES, damagesAND SHALL CAUSE EACH OF ITS SUBSIDIARIES NOT TO ASSERT AND TO WAIVE, penaltiesALL RIGHTS OF CONTRIBUTION OR ANY OTHER RIGHTS OF RECOVERY WITH RESPECT TO ALL CLAIMS, actionsDEMANDS, judgmentsPENALTIES, suitsFINES, costsLIABILITIES, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented feesSETTLEMENTS, disbursements and other charges of counsel incurred in connection with any investigativeDAMAGES, administrative or judicial proceeding commenced or threatened by the Borrower or any other PersonCOSTS AND EXPENSES OF WHATEVER KIND OR NATURE, whether or not any such Indemnitee shall be designated as a party or potential party theretoUNDER OR RELATED TO ENVIRONMENTAL LAWS, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)THAT ANY OF THEM MIGHT HAVE BY STATUTE OR OTHERWISE AGAINST ANY AGENT OR LENDER. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their reasonable fees, charges and disbursements of counsel incurred in connection with this Agreement and the other Loan Documents or the amendment, modification or waiver thereof and all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the development, preparation and execution of, and any amendment, supplement modification or modification to, waiver with respect to this Agreement and any the other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative AgentLoan Documents, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement (including, or “workout” or restructuring ofwithout limitation, this Agreement Section), the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel (including, without limitation, the non-duplicative documented allocated cost of in-house counsel) to each Lender and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender and CREDIT AGREEMENT Lender, the Administrative Agent Agent, their respective affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnitee”) from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) Indemnitee from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including including, without limitation, reasonable and documented legal fees, disbursements and other charges of counsel incurred in connection ) with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement (including, without limitation, this Section), the other Loan Documents and any such other documents, including, without limitation, any investigative, administrative or judicial proceeding relating to the breach by the Borrower of, foregoing or default by the Borrower under, any of the provisions of this Agreement, foregoing relating to any Revolving Credit Loan or Letter of Credit, or the use actual or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower either Obligor, any of their Subsidiaries or any of its Subsidiaries the Properties or applicable to any arising out of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Commitments (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); , provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined Indemnitee. The Borrower waives, to the maximum extent not prohibited by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agentlaw, any Arrangerright it may have to claim or recover in any legal action or proceeding referred to in this Section any special, indirect, punitive or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)consequential damages. The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Borrowers agree, on a joint and several basis, (a) The Borrower agrees (i) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender Lender, each Issuing Bank and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender Lender, each Issuing Bank, and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender Lender, each Swap Bank, each Issuing Bank and the Administrative Agent Agent, and each of their respective officers, employees, directors, partners, attorneys, and agents (together, the “Lender Parties”) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold each of the Lender Parties harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Borrower, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); provided , provided, that the no Borrower shall have no any obligation hereunder to the Administrative Agent, any Indemnitee Lender, or any Issuing Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such Indemnitee Lender or any Issuing Bank as finally determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that or (ii) legal proceedings commenced against the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower Administrative Agent or any of its affiliates and that is brought by the Administrative Agent, an Arranger such Lender or any Lender against such Issuing Bank by any other Lender (other than claims against security holder or creditor thereof arising out of and based upon rights afforded any of the Administrative Agent, any Arranger, such security holder or the Lenders or their Affiliates creditor solely in their respective its capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)such. The agreements in this Section 12.5 11.5 shall survive termination of the Commitments, this Agreement and the other Loan Documents, the repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lendershereunder and thereunder, each of the Arrangers and the Administrative Agent agree that any and termination of all Letters of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderCredit.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative each Agent for all their its reasonable and documented actual out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including the reasonable fees, fees and disbursements and other charges of one outside counsel to such Agent and filing and recording fees and expenses, with statements with respect to the Administrative Agentforegoing to be submitted to the Borrower prior to the Restatement Date (in the case of amounts to be paid on the Restatement Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented actual out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including the reasonable fees, fees and disbursements and other charges of outside counsel to each Lender and of counsel to the Administrative such Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties officers, directors, employees, Affiliates, trustees, advisors, agents and controlling persons (collectivelyeach, the an “IndemniteesIndemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, or remedial actions required or reasonably necessary pursuant to, any Environmental Law applicable to the operations of the Borrower any Group Member or any of its Subsidiaries the Properties or applicable to the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Group Member under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee as determined Indemnitee. Without limiting the foregoing, and to the extent permitted by a final non-appealable judgment of a court of competent jurisdiction and provided further that applicable law, the Borrower shall have no obligation hereunder 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 Indemnitee other rights of recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not involve an act or omission later than 10 Business Days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted to the Borrower, at the address of the Borrower set forth in Section 11.2, or any of its affiliates and that is brought to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 11.5 shall survive repayment of the Revolving Credit Term Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Administrative Agent and the Administrative Documentation Agent for all their reasonable and documented respective out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments), Commitments and Term Loans (including the reasonable feesexpenses of the Administrative Agent's due diligence investigation)), including, without limitation, the reasonable fees and disbursements and other charges of one counsel to the Administrative Agent and the Documentation Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented their respective costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the reasonable fees, disbursements allocated fees and other charges expenses of counsel in-house counsel) to each Lender the respective Lenders and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties (collectivelydirectors, the “Indemnitees”) trustees, officers, employees and agents harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit the other Loan or Letter of CreditDocuments, the Transaction Documents or the use or proposed use of the proceeds thereof)of the Loans in connection with the transactions contemplated hereby and thereby and any such other documents regardless of whether the Administrative Agent or any Lender is a party to the litigation or other proceeding giving rise thereto and regardless of whether any such litigation or other proceeding is brought by the Borrower or any other Person, (B) including, without limitation, any of the foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or Borrower, any of its Subsidiaries or applicable to any of the Real Estatefacilities and properties owed, leased or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, operated by the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); , provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Indemnitee Lender or any other Person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)party seeking indemnification. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.107

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Arranger and the Administrative Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender, the Swingline Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and the Swingline Lender and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender, the Swingline Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar 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 and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger the Arranger, the Swingline Lender and the Administrative Agent and their respective Related Parties directors, officers, employees, trustee, agents and Affiliates (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (Ai) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (Bii) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (Ciii) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful wilful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission to the extent relating to disputes among the Lenders, the Swingline Lender, any of the Borrower or any of its affiliates and that is brought by Arranger and/or the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers Swingline Lender, the Arranger and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or ----------------------------- reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification toto or release of, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication thereby, Attorney Costs of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underrights, or “including those incurred pursuant to a "workout” or restructuring of" under this Agreement, this Agreement the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges Attorney Costs of counsel to each Lender and of counsel to the Administrative Agent, Agent (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording recording, filing and filing release 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 consummation, administration or administration of any of the transactions release contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties officers, directors, trustees, professional advisors, employees, affiliates, agents and controlling persons (collectivelyeach, the “Indemnitees”an "indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance performance, administration and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions release of this Agreement, the other Loan Documents and any Revolving Credit Loan or Letter such other documents, including any of Credit, or the foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or Borrower, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); provided that the ---------- --------- Borrower shall not have no any obligation hereunder to any Indemnitee indemnitee with respect to indemnified liabilities arising to the extent such indemnified liabilities are found by a final and nonappealable decision to have resulted from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)indemnitee. The agreements in this Section 12.5 11.5 ------------ shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Each Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent within fifteen (15) Business Days after demand for all their reasonable and documented its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and any other Loan Documents or other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent Agent, within fifteen (15) Business Days after demand for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, the Note and any Loan Documents, or “workout” the satisfaction or restructuring ofreview of conditions precedent to any borrowing other than that occurring on the Closing Date, this Agreement including, without limitation, reasonable fees and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender Agent and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and to hold Agent and each Lender, and their respective officers, directors, employees and agents (the "Indemnified Parties") harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, 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 Agreement, the Notes, the Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold Agent, and its officers, directors, employees and agents harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable other Loan Documents except to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising extent resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative AgentIndemnified Parties (all the foregoing, any Arrangercollectively, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement"INDEMNIFIED LIABILITIES"). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Company agrees (a) The Borrower agrees (i) to pay or ----------------------------- reimburse the Arrangers Administrative Agent, the Syndication Agent, the Documentation Agent and the Administrative Agent Co-Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution of, and any amendment, supplement or modification to, this Agreement of the Credit Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, the Syndication Agent, the Documentation Agent and the Co-Lead Arrangers, (iib) to pay or reimburse each Lender all of the reasonable expenses, including without limitation, reasonable fees and expenses of counsel, incurred by the Administrative Agent in connection with the administration of the facilities provided for herein or in connection with any amendments, waivers, work-outs or restructurings in respect thereof, (c) to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent, the Co-Lead Arrangers, the Issuing Lender and each Lender for all its reasonable and documented their costs and expenses incurred in connection with with, and to pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Documentation Agent, the Co-Lead Arrangers, the Issuing Lender and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement under any Credit Document and any such other documents, including the including, without limitation, reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, the Co-Lead Arrangers and each Lender incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to its rights and responsibilities under this Agreement and the documentation relating thereto, (iiid) to pay, indemnify, defend and to hold harmless the Administrative Agent, the Syndication Agent, the Documentation Agent, the Co- Lead Arrangers and each Lender and the Administrative Agent from, harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding 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 any Credit Document and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ive) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent Agent, the Syndication Agent, the Documentation Agent, the Co-Lead Arrangers, the Issuing Lender and each Lender and their respective Related Parties (collectivelyAffiliates, the “Indemnitees”) officers, directors and trustees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including including, without limitation, reasonable fees and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that counsel) which may be imposed on, incurred by or asserted against any Indemniteethe Administrative Agent, in any manner the Syndication Agent, the Documentation Agent, the Co-Lead Arrangers, the Issuing Lender or the Lenders or such Affiliates, officers, directors or trustees (x) arising out of or relating in connection with any investigation, litigation or proceeding related to (A) this Agreement Agreement, the other Credit Documents, the proceeds of the Loans and the transactions contemplated by or in respect of such use of proceeds, or any other agreements or documents contemplated hereby or thereby, of the other transactions contemplated hereby (including hereby, whether or not the executionAdministrative Agent, deliverythe Syndication Agent, enforcementthe Documentation Agent, performance and administration the Co-Lead Arrangers, the Issuing Lender or any of this Agreement and the breach by the Borrower ofLenders or such Affiliates, officers, directors or default by the Borrower undertrustees is a party thereto, including, without limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or Company, any of its Subsidiaries or applicable to any of the Real Estatefacilities and properties owned, leased or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, operated by the Borrower Company or any of its Subsidiaries from time Subsidiaries, or (y) without limiting the generality of the foregoing, by reason of or in connection with the execution and delivery or transfer of, or payment or failure to time make payments under, Letters of Credit (it being agreed that nothing in this subsection 11.5(d)(y) is intended to limit the Company's obligations pursuant to subsection 3.8) (all the foregoing in this clause (iv)foregoing, collectively, the “"indemnified liabilities”"); provided that the Borrower Company shall have no obligation ----------------------- -------- hereunder to any Indemnitee with respect to indemnified liabilities of the Administrative Agent, the Syndication Agent, the Documentation Agent, the Co-Lead Arrangers, the Issuing Lender or any Lender or any of their respective Affiliates, officers, directors and trustees arising from (i) the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act person seeking indemnification or omission of the Borrower or any of its affiliates and that is brought by (ii) legal proceedings commenced against the Administrative Agent, an Arranger the Syndication Agent, the Documentation Agent, the Co-Lead Arrangers, the Issuing Lender or Lender by any Lender security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against any other Lender (other than claims against any of the Administrative Agent, the Syndication Agent, the Documentation Agent, the Co-Lead Arrangers, the Issuing Lender or any Arrangersuch Lender by any Transferee (as defined in subsection 11.6). Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert, and hereby waives (and shall cause the Subsidiaries not to assert and to waive) all rights for contribution or the Lenders any other rights of recovery with respect to all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or their Affiliates in their respective capacity as disbursements of any kind or nature whatsoever, under or related to Environmental Laws, that any of them might have by statute or otherwise against the Administrative Agent, a lead arrangerthe Syndication Agent, a bookrunnerthe Documentation Agent, a syndication agent the Co-Lead Arrangers, the Issuing Lender or any similar role under this Agreement)Lender. The agreements in this Section 12.5 subsection 11.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Agent and the Administrative Agent each Lender for all their its reasonable costs and documented out-of-pocket costs expenses (including travel and other expenses incurred by it or its agents in connection with performing due diligence with regard hereto) incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby thereby, including, without limitation, syndication efforts (including whether completed before or after the syndication of the Revolving Credit Commitments), including Closing Date) in connection with this Agreement and the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each Lender and the Administrative Agent for all its reasonable and documented costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring ofthe Notes, this Agreement the other Loan Documents and any such other documentsdocuments or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or of any insolvency or bankruptcy proceeding, including the including, without limitation, reasonable fees, legal fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and each Lender (including the allocated costs of internal counsel to the Agent and the Lenders which costs are not in duplication of any costs of outside counsel to the Agent and each Lender), (iiic) to pay, indemnify, defend and indemnify and hold harmless each Lender and the Administrative Agent from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the Notes, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties the officers, partners, directors, employees, agents and affiliates of the Agent or any Lender (collectively, the “collectively "Indemnitees”") from and against against, any and all other liabilitiesIndemnified Liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to the Agent or any Indemnitee Lender with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower Agent or any of its affiliates and that is brought by the Administrative AgentLender. As used herein, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder."

Payment of Expenses and Taxes. HCC agrees (a) The Borrower agrees (i) to pay or ----------------------------- reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including the including, without limitation, reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the several Lenders, and (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties (collectivelydirectors, the “Indemnitees”) officers, employees and agents harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, the Notes, the other Loan Documents and any Revolving Credit Loan or Letter of Credit, such other documents or the use or the proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time thereof (all the foregoing in this clause (iv)foregoing, collectively, the “"indemnified liabilities”"); provided , provided, that the Borrower HCC shall not have no any obligation ----------------------- -------- hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower Administrative Agent or any of its affiliates and that is brought by such Lender, (ii) legal proceedings commenced against the Administrative Agent, an Arranger Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, or (iii) legal proceedings commenced against the Administrative Agent or any such Lender by any other Lender or by any Transferee (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates as defined in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreementsubsection 11.6). The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of hereunder and under the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderLoan Documents.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement the Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay out-of-pocket expenses, including attorneys' fees, incurred by a Lender in connection with the negotiation, preparation and execution of the Credit Documents, not to exceed $10,000 for each Lender, and reasonable expenses, including reasonable attorneys' fees, in connection with any future amendments or modifications hereto, (c) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Credit Agreement and any such other documentsCredit Documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in- house legal counsel), (iiid) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ive) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties (collectivelyAffiliates, the “Indemnitees”) officers, directors, shareholders, employees and agents harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loans (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”"Indemnified Liabilities"); provided provided, however, that the Borrower shall not have no any obligation hereunder to the Agent or any Indemnitee Lender with respect to indemnified liabilities Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the Agent or any such Indemnitee as Lender, (ii) legal proceedings commenced against or disputes among the Agent or any Lender by any other Lender or its participants or the Agent, or (iii) the violation by the Agent or any such Lender of an express provision of the Credit Documents, if so determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)jurisdiction. The agreements in this Section 12.5 11.5 shall survive repayment of the Revolving Credit Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The TheEach Borrower agrees (ia) to pay or reimburse the Arrangers Administrative Agent, the Syndication Agent and the Administrative Agent Joint Lead Arrangers for all their reasonable and documented invoiced out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable feesfees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Agreement or any of the other Loan Documents, including, without limitation, the Attorney Costs of one outside counsel (unless there is an actual or perceived conflict of interest, in which case each Lender affected thereby may retain its own counsel) and any such other documents, including the reasonable fees, disbursements and other charges applicable local counsel of counsel to each Lender and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and indemnify and hold harmless each Lender and the Administrative each Agent and each of their affiliates and their respective officer, directors, employees, administrative agents and advisors (each, an “indemnified party”) from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesTaxes, 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 Agreement, the other Loan Documents and any such other documents (collectivelydocuments, “Other Taxes”), except for provided that thesuch Borrower shall have no obligation hereunder to any indemnified party with respect to any of the foregoing fees or liabilities which arise from the gross negligence or willful misconduct of such Other Taxes attributable to an assignment or Participationindemnified party determined in a court of competent jurisdiction in a final non-appealable judgment, and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) indemnified party from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and any such other documents contemplated hereby or by any Loan Documents, including any claim, litigation, investigation or proceeding regardless of whether any indemnified person is a party thereto and whether or not the breach same are brought by thesuch Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Revolving Loans or Letters of Credit (including any refusal by the Borrower ofIssuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or default by the Borrower underand including, without limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance with noncompliance with, or liability under, any Environmental Law or any Environmental Liability applicable to the operations of the Borrower or Parent Borrower, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time properties (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); , provided that the Borrower Borrowers shall not have no noany obligation hereunder to any Indemnitee indemnified party with respect to indemnified liabilities arising from a material breach of the obligations of such indemnified party under any Loan Document or the bad faith, gross negligence or willful misconduct of such indemnified party, in each case, determined in a court of competent jurisdiction in a final non-appealable judgment. No indemnified party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower indemnified party. No party hereto shall have no obligation hereunder to be liable for any Indemnitee indirect, special, exemplary, punitive or consequential damages in connection with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, this Agreement or the Lenders other Loan Documents or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent transactions contemplated hereby or any similar role under this Agreement)thereby. The agreements in this Section 12.5 subsection shall survive the termination of this Agreement and each other Loan Document and repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers and each of the Administrative Agent for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, ; (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Credit Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, Agent and the several Lenders; (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (ivd) to pay, indemnify, defend and hold harmless each Lender, each Arranger Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, the other Credit Documents and any Revolving Credit Loan or Letter of Creditsuch other documents, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Loans and other extensions of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time credit hereunder (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); , provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or such Indemnitee Lender, as determined the case may be, (or any of their respective directors, trustees, officers, employees, agents, successors and assigns) or (ii) claims made or legal proceedings commenced against the Administrative Agent or any such Lender by a final non-appealable judgment any securityholder or creditor thereof arising out of a court of competent jurisdiction and based upon rights afforded any such securityholder or creditor solely in its capacity as such. Notwithstanding the foregoing, except as provided further that in clauses (b) and (c) above, the Borrower shall have no obligation hereunder under this subsection 17.5 to the Administrative Agent or any Indemnitee Lender with respect to claims that do not involve an act any tax, levy, impost, duty, charge, fee, deduction or omission of the Borrower withholding imposed, levied, collected, withheld or assessed by any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Regardless of whether or not the transactions contemplated hereby are consummated, the Borrower agrees (isubject, in each case, to any fee arrangements) (a) to pay or reimburse the Arrangers Security Trustee, the Facility Agent and the Administrative Agent Lenders (other than a Defaulting Lender) for all of their reasonable and documented out-of-pocket costs and reasonable expenses incurred on or prior to the Advance Date in connection with the developmentnegotiation, Exhibit 10.1 preparation and execution ofof this Loan Agreement and the other Basic Agreements, and the Closing of the Loan and the consummation of the transactions contemplated hereby and thereby, including, without limitation, any and all filing or recordation fees and the reasonable fees and reasonable disbursements of counsel to the Security Trustee, the Facility Agent and the Lenders and of FAA counsel, (b) to pay or reimburse the Security Trustee, the Facility Agent and the Lenders for all of their reasonable out-of-pocket costs and reasonable expenses incurred after the Advance Date in connection with any amendment, supplement or modification to, to this Loan Agreement and any the other documents prepared in connection herewith or therewith, and Basic Agreements requested by the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)Borrower, including without limitation, the reasonable fees, fees and reasonable disbursements and other charges of one counsel to the Administrative AgentSecurity Trustee, the Facility Agent and the Lenders and of FAA counsel, (iic) to pay or reimburse each Lender the Security Trustee, the Facility Agent and the Administrative Agent Lenders for all its their reasonable and documented out-of-pocket costs and reasonable expenses incurred in connection with the enforcement or preservation of any rights underunder this Loan Agreement, or “workout” or restructuring of, this Agreement the other Basic Agreements and any such other documents, including including, without limitation, the reasonable fees, fees and reasonable disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentSecurity Trustee, the Facility Agent and the Lenders, and (iiie) to pay, indemnify, defend and hold harmless each Lender the Security Trustee, the Facility Agent and the Administrative Agent fromLenders harmless for, from and against any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Loan Agreement, the other Basic Agreements and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (iv) to pay, indemnify, defend and hold harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened requested by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)Borrower. The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans Notes and all other amounts payable hereunder. Each Unless otherwise specifically provided herein, such expenses shall be paid by wire transfer of immediately available funds to the LendersSecurity Trustee, each of the Arrangers Facility Agent and the Administrative Agent agree that relevant Lender as soon as reasonably practicable, but in any and all of their respective rights under this Agreement and any other agreements contemplated hereby and therebyevent within 10 days after the Security Trustee’s, including recourse the Facility Agent’s or such Lender’s request for any obligation such reimbursement or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderpayment.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arrangers Administrative Agent, the Collateral Agent and the Administrative Agent each Lender for all their reasonable and documented its out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification toto this Agreement, this Agreement the Notes, the other Loan Documents and any other documents prepared in connection herewith or therewith, in the case of the Administrative Agent and the Collateral Agent, the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments)thereby, including and the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent and professionals engaged by the Administrative Agent and the Collateral Agent, and filing and recording fees and expenses, (iib) to pay or reimburse the Administrative Agent, the Collateral Agent, and each Lender and the Administrative Agent for all its reasonable and documented costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring ofthe Notes, this Agreement the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuance of a Default or an Event of Default, including without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, the Collateral Agent and each Lender and professionals engaged by the Administrative Agent, the Collateral Agent and the Lenders, (iiic) to pay, indemnify, defend and indemnify and hold harmless each Lender Lender, each Joint Lead Arranger, each Documentation Agent, each Syndication Agent, the Collateral Agent and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, 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 Agreement, the Notes, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender, each Arranger and Joint Lead Arranger, the Collateral Agent, each Syndication Agent, each Documentation Agent, the Administrative Agent and each of their respective Related Parties Affiliates, directors, officers, employees and agents (collectivelyeach, the an “IndemniteesIndemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance performance, preservation of rights and administration of this Agreement and Agreement, the breach by other Loan Documents or the Borrower ofuse of the proceeds of the Term Loans, or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Loan Parties or any of its Subsidiaries their respective properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); , provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising determined by the final judgment of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment or any of a court such Indemnitee’s affiliates or any of competent jurisdiction and provided further such Indemnitee’s directors, officers, employees or agents; provided, further, that the Borrower shall have in no obligation hereunder event be responsible for punitive damages to any Indemnitee pursuant to this Section 9.5 except such punitive damages required to be paid by such Indemnitee in respect of any indemnified liabilities. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do any of them might have by statute or otherwise against any Indemnitee. To the extent permitted by applicable law, no Loan Party nor any of their respective Subsidiaries shall assert, and each Loan Party hereby waives, on behalf of itself and its Subsidiaries, any claim against each Lender, each Documentation Agent, each Syndication Agent, each Joint Lead Arranger, each Agent and their respective affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not involve an the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees, on behalf of themselves and each of their respective Subsidiaries, not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. All amounts due under this Section 9.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Chief Financial Officer of the Borrower (Telecopy No. 408-995-0505), at the address of the Borrower set forth in Section 9.2 (with copies (which shall not constitute notice) to the General Counsel of the Borrower and Xxxxxxxx & Xxxxx LLP at the respective addresses set forth in Section 9.2), or any of its affiliates and that is brought to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Term Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse each of the Arrangers and the Administrative Agent Agents for all their reasonable and documented its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the syndication reasonable fees and disbursements of counsel to any of the Revolving Credit Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative AgentAgents, (iib) to pay or reimburse each Lender and the Administrative each Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative any Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participationdocuments, and (ivd) to pay, indemnify, defend and hold each Lender and each Agent harmless each Lender, each Arranger and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative respect to the Acquisition or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents or the use of the proceeds of the Loans in connection with the Acquisition and the breach by the Borrower ofany such other documents, or default by the Borrower under57 53 including, without limitation, any of the provisions of this Agreement, any Revolving Credit Loan or Letter of Credit, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or Borrower, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); , provided that the Borrower shall have no obligation hereunder to any Indemnitee Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower Agent or any of its affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement)such Lender. The agreements in this Section 12.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.