Common use of Payment of Expenses and Taxes Clause in Contracts

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents for all of their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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, without limitation, the reasonable fees, charges and disbursements of a single counsel for the Lenders (in addition to any local counsel), (b) to pay or reimburse each Lender and each Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to any Agent, (c) to pay, indemnify, and hold each Lender and each Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees and the Canadian Borrower agree (a) to pay or reimburse each of the Agents for all of their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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, without limitation, including the reasonable fees, disbursements and other charges and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agents, (b) to pay or reimburse each Lender and each the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, includingincluding the reasonable fees, without limitation, the fees disbursements and disbursements other charges of counsel to each Lender and of counsel to any the Administrative Agent, (c) to pay, indemnify, and hold harmless each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and each Arranger, each the Administrative Agent and each Issuing Lender harmless their respective directors, officers, employees, trustees 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 whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties Real Estate (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), it being understood provided that the Borrower shall have an obligation hereunder to and the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Canadian Borrower shall have no obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender nor any of their respective directors, officers, employees and agents with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Agent the party to be indemnified or (ii) disputes among the Issuing Lender or any such LenderAdministrative Agent, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesLenders and/or their transferees. The agreements in this subsection Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Lead Arrangers and the 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 Credit 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, without limitation, the reasonable fees, charges and documented fees and disbursements of a single outside counsel for (including one local counsel in each applicable jurisdiction) to the Lenders (in addition to any local counsel)Administrative Agent and the Lead Arrangers, (b) to pay or reimburse each Lender Lender, the Lead Arrangers and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel (including the allocated fees and expenses of in house counsel) to each Lender and of counsel to the Administrative Agent and the Lead Arrangers, provided, that in connection with any workout or restructuring, the Borrower shall pay the fees and disbursements of one U.S. counsel for the Administrative Agent, the Lead Arrangers and the Lenders 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, and hold each Lender and each the Administrative Agent and each Issuing Lender 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing Lender indemnified party harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by any indemnified party or asserted against any indemnified party by any third party or by the Borrower or any of its Subsidiaries arising out of, in connection with respect to or as a result of the Transactions (or any transactions related thereto), or the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand such other documents, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, provided that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender indemnified party with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer party determined in a court of such Property to one or more third partiescompetent jurisdiction in a final non-appealable judgment. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The (a) Each Borrower agrees severally, with respect to its pro rata portion as allocated by the Adviser in its reasonable discretion (ai) to pay or reimburse each of the Agents Lender for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this the Loan Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewiththerewith (whether or not the transactions contemplated hereby or thereby shall be consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Lender, (bii) to pay or reimburse each the Lender and each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights with respect to the Borrower under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to any Agentthe Lender, (ciii) to pay, indemnify, and hold each Lender and each Agent and each Issuing the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documentsdocuments with respect to such Borrower, and (div) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing the 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 with respect to arising from the execution, delivery, enforcement, performance and administration of this Agreement or the Loan Documents and any such other Credit Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties documents (all the foregoing in this clause (div), collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the such Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection Section shall survive repayment of the Loans Advances and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents any Notes and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents any Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and of counsel to any Agentthe several Lenders, (c) to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents any Notes and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their respective officers, directors, employees, affiliates, agents and controlling persons (each, 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 with respect to arising out of the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents Agreement, or the use by the Company of the proceeds of the Loans in connection with the Transaction, (including, without limitation, any such use that would result in a violation of Regulation U or X of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations Board of Governors of the Borrower, any of its Subsidiaries or any of the Properties Federal Reserve System) (all the foregoing in this clause (d), collectively, the "indemnified liabilitiesIndemnified Liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Company shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender Indemnitee with respect to otherwise 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 Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesIndemnitee. The agreements in this subsection 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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, without limitation, the reasonable fees, charges and disbursements of a single counsel for the Lenders (in addition to any local counsel), (b) to pay or reimburse each Lender and each Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to any Agent, (c) to pay, indemnify, and hold each Lender and each Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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, without limitation, the reasonable fees, disbursements and other charges and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation, the fees reasonable fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to any the Administrative Agent, (c) to pay, indemnify, and hold harmless each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and each Arranger, each the Administrative Agent and each Issuing Lender harmless their respective directors, officers, employees, trustees 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 whatsoever, including, without limitation, reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, provided that the Borrower shall have no obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender nor any of their respective directors, officers, employees and agents with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Agent the party to be indemnified or (ii) disputes among the Issuing Lender or any such LenderAdministrative Agent, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesLenders and/or their transferees. The agreements in this subsection Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Agent for all of their respective reasonable 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 Agreement, the Notes, the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agent, (b) to pay or reimburse each Lender Bank and each the Agent for all its of their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents, the Letters of Credit Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Agent and of counsel to any Agentthe several Banks, and (c) to pay, indemnify, and hold each Lender Bank and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, any which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Credit Documents Loan Documents, and any such other documents, and (d) to pay, indemnify, and hold each Lender Bank and each Arranger, each the Agent and each Issuing 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 with respect to the execution, delivery, enforcement, and the performance and administration (other than the costs and expenses of administration of each Bank other than the Agent), of this Agreement or Agreement, the Notes, the other Loan Documents, the Letters of Credit Documents or the use of the proceeds of the Loans in connection with the Transaction, including, without limitation, and any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties such other documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any the Agent or the Issuing Lender or any Lender Bank with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesBank. The agreements in this subsection shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made (ai) to pay or reimburse each of the Agents Credit Party for all of their respective reasonable its out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation preparation, negotiation and execution of, the Loan Documents, the syndication of the loan transaction evidenced by this Agreement (whether or not such syndication is completed) and any amendment, supplement or modification tohereto (whether or not executed), this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for the Lenders (in addition to any local counsel)Special Counsel, (bii) to pay or reimburse each Lender and each Agent Credit Party for all of its respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documentsexpenses, including, without limitation, the reasonable fees and disbursements of counsel counsel, incurred in connection with (x) any Default or Event of Default and any enforcement or collection proceedings resulting therefrom (including, without limitation, any costs incurred after the entry of judgment in an attempt to each Lender collect money due in the judgment) or in connection with the negotiation of any restructuring or "work-out" (whether consummated or not) of the obligations of the Borrower under any of the Loan Documents and (y) the enforcement of counsel to any Agentthis Section, (ciii) to pay, indemnify, and hold each Lender Credit Party harmless from and each Agent and each Issuing Lender harmless fromagainst, 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (div) to pay, indemnify, indemnify and hold each Lender Credit Party and each Arrangerof their respective officers, directors, employees, affiliates, agents, controlling persons and attorneys (as used in this Section, each Agent and each Issuing Lender an "indemnified person") harmless from and against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable counsel fees and disbursements) with respect to the executionany claim, delivery, enforcement, performance and administration of investigation or proceeding from any third party relating to this Agreement or the other Credit Loan Documents, including the enforcement and performance of the Loan Documents or and the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood whether or not any such indemnified person is a party to this Agreement or the Loan Documents, and to reimburse each indemnified person for all legal and other expenses incurred in connection with investigating or defending any indemnified liabilities, and, if and to the extent that the Borrower shall have an obligation hereunder to the Lender or foregoing indemnity may be unenforceable for any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior toreason, the sale, leasing Borrower agrees to make the maximum payment permitted or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third partiesnot prohibited under applicable law; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise pay indemnified liabilities to any Credit Party arising from (A) the gross negligence or willful misconduct of such Agent Credit Party or (B) disputes solely between the Credit Parties and which are not related to any act or failure to act on the part of the Borrower or the Issuing Lender failure of the Borrower to perform any of its obligations under this Agreement or the Loan Documents. Notwithstanding the foregoing, the fees and expenses referred to in clause (iv) of the preceding paragraph shall not be payable by the Borrower if (x) any such Lenderenforcement action brought by such Credit Party is dismissed, with prejudice, on the pleadings or with respect pursuant to otherwise indemnified liabilities following a motion made by the saleBorrower for summary judgment, leasing or other transfer of and (y) if such Property to one or more third partiesCredit Party appeals such dismissal, such dismissal is affirmed and the time for any further appeals has expired. The agreements in obligations of the Borrower under this subsection Section shall survive repayment the termination of this Agreement and the Commitments and the payment of the Loans Notes and all other amounts payable hereunderunder the Loan Documents.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents and the Other Representatives for (1) all of their respective reasonable out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Term Loan Facility and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Commitments contemplated hereby and thereby) and (iii) efforts to monitor the Loans and verify, includingprotect, without limitationevaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) (i) the reasonable fees, charges fees and disbursements of a single counsel for the Lenders (in addition to any such special or local counsel), consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender Lender, Other Representative and each Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including, without limitation, including the fees and disbursements of counsel to each Lender the Agents and of counsel to any Agentthe Lenders, (c) to pay, indemnify, or reimburse each Lender, Other Representative and Agent for, and hold each Lender Lender, Other Representative and each Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, documents and (d) to pay, indemnifyindemnify or reimburse each Lender, Other Representative and Agent, their respective affiliates, and their respective officers, directors, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Lender and each Arranger, each Agent and each Issuing Lender 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable attributable to the operations of the Borrower, Borrower or any of its Subsidiaries or any property or facility owned, leased or operated by the Borrower or any of its Subsidiaries or the Properties presence of Materials of Environmental Concern at, on or under, and Release of Materials of Environmental Concern at, on, under or from any such properties or facilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), it being understood provided that the Borrower shall not have an any obligation hereunder to the Lender Administrative Agent, any other Agent, any Other Representative or any Agent 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 any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or Indemnified Liabilities arising from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any 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, Arrangerany such other Agent, Issuing Lender any such Other Representative or any such Lender (or any of their successors or assigns by foreclosure sale, deed in lieu of foreclosurerespective affiliates, or similar transfer orany of their respective officers, following such transferdirectors, employees, shareholders, members, agents, attorneys and other advisors, and controlling persons) and (ii) claims made or legal proceedings commenced against the Administrative Agent, any other Agent, 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, but prior to, with the sale, leasing or other transfer Term Loan Facility. All amounts due under this subsection 10.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 10.5 shall be submitted to the address of such Property by such Agent, Arranger, Issuing Lenderthe Borrower set forth in subsection 10.2, or any Lender to such other Person or their successors or assigns address as may be hereafter designated by the Borrower in a notice to one or more third parties; providedthe Administrative Agent. Notwithstanding the foregoing, howeverexcept as provided in clauses (b) and (c) above, that the Borrower shall have no obligation hereunder under this subsection 10.5 to any Agent or the Issuing Lender or any Lender Indemnitee with respect to otherwise indemnified liabilities arising from the gross negligence any Taxes imposed, levied, collected, withheld or willful misconduct of such Agent or the Issuing Lender or assessed by any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesGovernmental Authority. The agreements in this subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any Agent or the Issuing Lender or any Lender an indemnified party with respect to otherwise indemnified liabilities of such indemnified party arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lenderindemnified party, or with respect as determined by a court of competent jurisdiction pursuant to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesa final non-appealable judgment. The agreements in this subsection Section 9.5 shall survive repayment of the Loans and all other amounts payable hereunderthe Credit Party Obligations.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, syndication and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single New York counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each any Agent for all its costs and expenses incurred during the continuance of any Default or Event of Default in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to any Agentthe Agents, (c) to pay, indemnify, and hold harmless each Lender and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and each Arranger, each the Administrative Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents and related documents or the use of the proceeds of the Loans in connection with the TransactionLoans, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, provided that the Borrower shall have no obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities solely arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender Agents or any such Lender, or with respect to otherwise indemnified liabilities following as the sale, leasing or other transfer of such Property to one or more third partiescase may be. The agreements in this subsection shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates and their respective officers, directors, employees, Administrative Agents, and advisors harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any the Administrative Agent or the Issuing any Lender or any Lender other indemnified person with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Administrative Agent or the Issuing any such Lender or any other such Lenderindemnified person, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer as determined by a court of such Property to one or more third partiescompetent jurisdiction (IT BEING THE INTENTION OF THIS PROVISION THAT SUCH INDEMNIFICATION OBLIGATION WILL BE APPLICABLE REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OF ANY OF THE PARTIES BEING INDEMNIFIED). The agreements in this subsection Section 11.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Lender for all of their respective its reasonable out-of-pocket costs and expenses expenses, which such costs shall not exceed $5,000.00, incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Note, and the other Credit 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, without limitation, provided that any legal fees of the Lender shall be limited to the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Lender, (b) to pay or reimburse each the Lender and each Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Note, the other Credit Loan Documents and any such other documents, including, without limitation, provided that any legal fees of the Lender shall be limited to the reasonable fees and disbursements of counsel to each Lender the Lender, and of counsel to any Agent, (c) to pay, indemnify, and hold each Lender and each Agent and each Issuing the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection shall survive repayment of the Loans Note and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification toto this Agreement, this Agreement and the Notes, the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders Agent (in addition to any local counselwhich counsel may or may not include employees of the Agent), (b) to pay or reimburse each Lender Bank and each the Agent for all its of their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Agent (which counsel may or may not include employees of the Agent) and of counsel to any Agentthe several Banks, and (c) to pay, indemnify, and hold each Lender Bank and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, any (other than Taxes expressly excluded from the definition of Taxes in Section 2.10 and Taxes for which the Borrower has no liability under subsection 2.10(c)) 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 Notes, the other Credit Documents Loan Documents, and any such other documents, and (d) to pay, indemnify, and hold each Lender Bank and each Arranger, each the Agent and each Issuing 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 with respect to the execution, delivery, enforcement, and, incident to a Default or Event of Default, the performance and administration administration, of this Agreement Agreement, the Notes, the other Loan Documents and any such other documents or the other Credit Documents transactions contemplated hereby or the use of the proceeds of the Loans thereby or any action taken or omitted under or in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any the Agent or the Issuing Lender or any Lender Bank with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Agent or the Issuing Lender or any such Lender, or with respect to otherwise Bank. The Borrower shall be given notice of any claim for indemnified liabilities following and shall be afforded a reasonable opportunity to participate in the saledefense, leasing compromise or other transfer of such Property to one or more third partiessettlement thereof. The agreements in this subsection shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith (including, without limitation, any Commitment Increase Supplement or therewith, and the consummation and administration of the transactions contemplated hereby and therebyAdditional Bank Agreement pursuant to subsection 2.1), including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender Bank and each Agent the Agents for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents Agreement and any such other documentsdocuments prepared in connection herewith, including, without limitation, the reasonable fees and disbursements (including the allocated costs and expenses of in-house counsel) of counsel to each Lender the Administrative Agent and of counsel to any Agentthe several Banks, (c) to pay, indemnify, and hold each Lender Bank and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents Agreement and any such other documentsdocuments prepared in connection herewith, and (d) to pay, indemnify, and hold each Lender Bank and the Administrative Agent, and each Arrangerof their respective Affiliates, each Agent officers, directors and each Issuing Lender employees, 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 legal fees and expenses), with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents or Agreement, any Loan (including the use of the proceeds of the Loans thereof) and any such other documents prepared in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties herewith (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Company shall have no obligation hereunder to any Administrative Agent or the Issuing Lender or any Lender Bank with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Administrative Agent or the Issuing Lender such Bank, (ii) legal proceedings commenced against any Administrative Agent or any Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such Lendersecurity holder or creditor solely in its capacity as such, or with respect to otherwise indemnified liabilities following the sale, leasing (iii) legal proceedings commenced against any Agent or any Bank by any other transfer of such Property to one Bank or more third partiesby any Transferee. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents for all of their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for the Lenders (in addition to including any local counsel)) to the Agents, (b) to pay or reimburse each Lender and each Agent of the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to any Agentthe Agents, (c) to pay, indemnify, and hold each Lender and each Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing Lender their respective officers, directors, trustees, employees, affiliates, agents and controlling persons (each, 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries, any of its Excluded Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, provided that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender indemnitee with respect to otherwise indemnified liabilities arising 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 Agent or indemnitee. Without limiting the Issuing Lender foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert, and hereby waives, and to cause each of its Subsidiaries not to assert and to so waive, all rights for contribution or any such Lender, or other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesagainst any Indemnitee. The agreements in this subsection Section 10.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder and the termination of the Commitments and, in the case of any Lender that may assign any interest in its Commitments, Loans or Letter of Credit interest hereunder, shall survive the making of such assignment, notwithstanding that such assigning Lender may cease to be a "Lender" hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each of the Agents Agent for all of their respective its reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the or any other Credit Documents Loan Document and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agent, (b) to pay or reimburse each Lender and each the Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each the Agent and to the several Lenders (other than those incurred in connection with the compliance by the Lender with the provisions of subsection 2.17(a)), and of counsel to any Agent, (c) to pay, indemnify, and hold each Lender and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay by the Company in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Agreement or any other Credit Documents and any such other documentsLoan Document, and (d) to pay, indemnify, and hold each Lender and Lender, each Arranger, the Syndication Agent, each Documentation Agent the Agent and each Issuing Lender Sub-Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or and the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), it being understood ; provided that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Company shall have no obligation hereunder to any Agent or the Issuing Lender Agent, the Syndication Agent, such Documentation Agent, such Sub-Agent, such Arranger, or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of the Agent, such Agent or Sub-Agent, the Issuing Lender Syndication Agent, such Documentation Agent, such Arranger, or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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, without limitation, the reasonable fees, disbursements and other charges and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation, the fees reasonable fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to any the Administrative Agent, (c) to pay, indemnify, and hold harmless each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and each Arranger, each the Administrative Agent and each Issuing Lender harmless their respective directors, officers, employees, trustees 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 whatsoever, including, without limitation, reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, provided that the Borrower shall have no obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender nor any of their respective directors, officers, employees, trustees and agents with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Agent the party to be indemnified or (ii) disputes among the Issuing Lender or any such LenderAdministrative Agent, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesLenders and/or their transferees. The agreements in this subsection Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agent, (b) to pay or reimburse each Lender and each the Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to any the Agent, (c) to pay, indemnify, and hold each Lender and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxestaxes (which are Non-Excluded Taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, 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 Borrower, any of its Subsidiaries or any of the Properties its properties or assets (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder under this subsection 9.5 to any the Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan or Swingline Loan is made or any Letter of Credit is issued, (ai) to pay or reimburse each of the Agents Administrative Agent for all of their respective reasonable out-of-pocket its out‑of‑pocket costs and expenses reasonably incurred in connection with the development, preparation preparation, negotiation and execution ofof the Loan Documents, the syndication of the loan transaction evidenced by this Agreement (whether or not such syndication is completed) and any amendment, supplement or modification tohereto (whether or not executed), this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable feesfees and disbursements of Special Counsel, charges (ii) to pay or reimburse each Credit Party for all of its respective costs and expenses (including without limitation, the reasonable fees and disbursements of a single counsel for unless (and to the Lenders (in addition to any local extent) conflicts of interests require the use of more than one counsel), (b) to pay or reimburse each Lender and each Agent for all its costs and expenses incurred in connection with the (x) any Default and any enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, collection proceedings resulting therefrom (including, without limitation, any costs incurred after the fees entry of judgment in an attempt to collect money due in the judgment) or in connection with the negotiation of any restructuring or “work-out” (whether consummated or not) of the obligations of the Borrower under any of the Loan Documents and disbursements (y) the enforcement of counsel to each Lender and of counsel to any Agentthis Section, (ciii) to pay, indemnify, and indemnify and hold harmless each Lender Credit Party from and each Agent and each Issuing Lender harmless fromagainst, 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (div) to pay, indemnify, and indemnify and hold harmless each Lender Credit Party and each Arrangerof their respective officers, directors, employees, affiliates, agents, controlling persons and attorneys (as used in this Section, each Agent and each Issuing Lender harmless an “Indemnified Person”) from and against against, any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable counsel fees and disbursements) with respect to the executionany claim, delivery, enforcement, performance and administration of investigation or proceeding from any third party relating to this Agreement or the other Credit Loan Documents, including the enforcement and performance of the Loan Documents or and the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), it being understood whether or not any such indemnified person is a party to this Agreement or the other Loan Documents, and to reimburse each indemnified person for all legal and other expenses incurred in connection with investigating or defending any indemnified liabilities, and, if and to the extent that the Borrower shall have an obligation hereunder to the Lender or foregoing indemnity may be unenforceable for any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior toreason, the sale, leasing Borrower agrees to make the maximum payment permitted or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third partiesnot prohibited under applicable law; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise pay indemnified liabilities to any Credit Party arising from (A) the gross negligence or willful misconduct of such Agent Credit Party or (B) disputes solely between the Credit Parties and which are not related to any act or failure to act on the part of the Borrower or the Issuing Lender failure of the Borrower to perform any of its obligations under this Agreement or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesLoan Documents. The agreements in obligations of the Borrower under this subsection Section shall survive repayment the termination of this Agreement and the Commitments and the payment of the Loans Notes and all other amounts payable hereunderunder the Loan Documents.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each of the Agents Administrative Agent and the Arranger for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent and the Arranger, (b) to pay or reimburse each Lender Bank and each the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documentsdocuments upon the occurrence of an Event of Default, including, without limitation, the fees and disbursements of counsel to each Lender the Administrative Agent and of counsel to any Agentthe several Banks, and (c) to pay, indemnify, and hold each Lender Bank, each Agent, the Arranger and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each ArrangerBank, each Agent, the Arranger and the Administrative Agent (and each Issuing Lender their respective directors, officers, employees and agents) (collectively, the "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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the BorrowerCompany, any of its Subsidiaries or any of the Properties (it being understood that costs and expenses incurred in connection with the enforcement or preservation of rights under this Agreement and the other Credit Documents shall be paid or reimbursed in accordance with clause (b) above rather than this clause (d)) (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Company shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender indemnified person with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such indemnified person or (ii) legal proceedings commenced against the Administrative Agent or the Issuing Lender any Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such Lender, security holder or with respect creditor solely in its capacity as such. Any payments required to otherwise indemnified liabilities following be made by the sale, leasing or other transfer Company under this subsection 12.5 shall be made within 30 days of such Property to one or more third partiesthe demand therefor. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company hereby agrees (a) to pay or reimburse each of the Agents for all of their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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, without limitation, the reasonable fees, charges and disbursements of a single counsel for the Lenders (in addition to any local counsel), (b) to pay or reimburse each Lender and each Agent Noteholder for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Note and the other Credit Related Documents and after the occurrence of any such other documentsEvent of Default, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to any Agentthe Noteholder, (cb) to pay, indemnify, and hold each Lender and each Agent and each Issuing Lender the Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, Note and the other Credit Related Documents and any such other documents, and (dc) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing Lender the Noteholder 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 or Note and the other Credit Related Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 BorrowerCompany, any of its Subsidiaries or any of the Properties their properties (all the foregoing in this clause (dc), collectively, the "indemnified liabilities"), it being understood provided that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Company shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender Noteholder with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Agent the Noteholder, or (ii) legal proceedings commenced against the Issuing Lender Noteholder by any security holder or creditor of the Company arising out of and based upon rights afforded any such Lender, security holder or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements creditor solely in this subsection shall survive repayment of the Loans and all other amounts payable hereunderits capacity as such.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-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 Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the syndication of the Commitments) contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for (and any special or local counsel retained by such counsel to assist it) to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel the respective counsels to the Administrative Agent and each Lender provided that the Borrower shall only be required to pay or reimburse the Lenders and the Administrative Agent for the fees and disbursements of (i) one counsel for the Administrative Agent and (ii) one counsel for the Lenders pursuant to any Agentthis clause (b), (c) to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arrangerthe Administrative Agent (and their respective directors, each Agent officers, employees, agents, affiliates and each Issuing Lender successors) 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 (whether or not caused by any Lender's or the Administrative Agent's or any of their respective directors', officers', employees', agents', successors', affiliates' or assigns' negligence (other than gross negligence) and including, without limitation, the reasonable fees and disbursements of the respective counsels to the Administrative Agent and each Lender, including, without duplication, the allocated costs of staff counsel to any such Lender or the Administrative Agent) with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents and any such other documents (regardless of whether the Administrative Agent or the use of the proceeds of the Loans in connection with the Transaction, including, without limitation, any of the foregoing relating Lender is a party to the violation oflitigation or other proceeding giving rise thereto), noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising to the extent such indemnified liabilities arise solely from (i) the gross negligence or willful misconduct of such the Administrative Agent or the Issuing Lender or any such LenderLender (or any of their respective directors, officers, employees, agents, affiliates or with respect to otherwise indemnified liabilities following successors) or (ii) legal proceedings commenced against the sale, leasing Administrative Agent or other transfer any such Lender by any securityholder or creditor of the Administrative Agent or any such Property to one Lender arising out of and based upon rights afforded any such securityholder or more third partiescreditor solely in its capacity as such. The agreements in this subsection Section shall survive repayment of the Loans Loans, the Acceptance Reimbursement Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Subject to subsection 14.17, the Company and the Subsidiary Borrowers jointly and severally agree (a) to pay or reimburse each of the Agents and Agent-Related Persons for all of their respective reasonable 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 Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders Agents (in addition to any local including the reasonable allocated fees and expenses of in-house counsel), (b) to pay or reimburse each Lender and each Agent the Agents for all its their respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to any Agentthe Administrative Agent (including the allocated fees and expenses of in-house counsel), (c) to pay, indemnify, and hold each Lender Lender, the Issuing Bank, each Fronting Lender, the Agents and each Agent and each Issuing Lender Agent-Related Person 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to paypay or reimburse each Lender, indemnifyeach Fronting Lender and the Issuing Bank for any costs and expenses incurred by such Lender in funding any payment in an Offshore Currency pursuant to subsection 2.9(a), 2.16(a) or 2.16(b), and hold to pay or reimburse each Lender, each Fronting Lender and each Arranger, each Agent the Issuing Bank for any costs and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents or the use of the proceeds of the Loans incurred in connection with the Transaction, including, without limitation, any conversion of the foregoing relating any amount to the violation of, noncompliance with or liability under, any Environmental Law applicable Dollars paid pursuant to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (dsubsection 2.9(a), collectively2.16(a) or 2.16(b) and (e) TO PAY, the INDEMNIFY, AND HOLD EACH LENDER, THE ISSUING BANK, EACH FRONTING LENDER, 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 RECAPITALIZATION DOCUMENTATION (AS DEFINED IN THE ORIGINAL CREDIT AGREEMENT), THE RECAPITALIZATION (AS DEFINED IN THE ORIGINAL CREDIT AGREEMENT) 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 A SUBSIDIARY BORROWER 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 (E), COLLECTIVELY, THE "indemnified liabilitiesINDEMNIFIED LIABILITIES"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any AgentsPROVIDED THAT THE COMPANY AND THE SUBSIDIARY BORROWERS SHALL HAVE NO OBLIGATION HEREUNDER TO THE AGENTS, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufacturedANY LENDER, emittedTHE ISSUING BANK OR ANY FRONTING LENDER OR ANY OF THEIR RESPECTIVE DIRECTORS, generatedTRUSTEES, treatedOFFICERS, releasedEMPLOYEES AND AGENTS WITH RESPECT TO INDEMNIFIED LIABILITIES ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON. WITHOUT LIMITING THE FOREGOING, spilledAND TO THE EXTENT PERMITTED BY APPLICABLE LAW, stored or disposed of onTHE COMPANY AND EACH SUBSIDIARY BORROWER AGREES NOT TO ASSERT, at or from any Property or any violation of any Environmental LawAND HEREBY WAIVES, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any AgentAND SHALL CAUSE EACH OF ITS SUBSIDIARIES NOT TO ASSERT AND TO WAIVE, ArrangerALL RIGHTS OF CONTRIBUTION OR ANY OTHER RIGHTS OF RECOVERY WITH RESPECT TO ALL CLAIMS, Issuing Lender or any Lender or their successors or assigns by foreclosure saleDEMANDS, deed in lieu of foreclosurePENALTIES, or similar transfer orFINES, following such transferLIABILITIES, (ii) in connection withSETTLEMENTS, but prior toDAMAGES, the saleCOSTS AND EXPENSES OF WHATEVER KIND OR NATURE, leasing or other transfer of such Property by such AgentUNDER OR RELATED TO ENVIRONMENTAL LAWS, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesTHAT ANY OF THEM MIGHT HAVE BY STATUTE OR OTHERWISE AGAINST ANY AGENT OR LENDER. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay Pay or reimburse each of the Agents Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any of the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agent, (b) to pay or reimburse each Lender Bank and each the Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Agent and of counsel to any Agentthe several Banks, (c) to pay, indemnify, indemnify and hold each Lender Bank and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Bank and each Arranger, each the Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the Loan Documents and any such other Credit Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood provided that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Company shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such the Agent or the Issuing Lender or any such LenderBank, (ii) legal proceedings commenced against the 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 capacity as such, or with respect to otherwise indemnified liabilities following (iii) legal proceedings commenced against any such Bank by the sale, leasing Agent or any other transfer of such Property to one or more third partiesBank. The agreements in this subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent, provided, that in connection with any Agentworkout or restructuring, the Borrower shall pay the fees and disbursements of (i) 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, and hold each Lender and each the Administrative Agent and each Issuing Lender 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing Lender indemnified party 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 or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transaction, and such other documents 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, provided that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender indemnified party with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer party determined in a court of such Property to one or more third partiescompetent jurisdiction in a final non-appealable judgment. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse each of the Agents Administrative Agent and the Arranger for all of their respective reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent and the Arranger, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the other Credit Documents and any such other documentsDocuments, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and each Lender, the Administrative Agent and each Issuing Lender 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Administrative Agent, the Arranger and each Arrangertheir Affiliates and their respective officers, each Agent directors, employees, partners, members, counsel, agents, representatives, advisors and each Issuing Lender affiliates (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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any Agent or the Issuing Lender or any Lender an Indemnitee with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such LenderIndemnitee, or with respect as determined by a court of competent jurisdiction pursuant to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesa final non-appealable judgment. The agreements in this subsection Section 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agent, (b) to pay or reimburse each Lender and each the Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to any the Agent, (c) to pay, indemnify, and hold each Lender and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxestaxes (which are Non-Excluded Taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, 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 Borrower, any of its Subsidiaries or any of the Properties its properties or assets (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, howeverPROVIDED, that the Borrower shall have no obligation hereunder under this subsection 9.5 to any the Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties jointly and severally agree (a) to pay or reimburse each of the Agents Administrative Agent and the Lead Arrangers for all of their respective reasonable 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 Credit Agreement, the other Credit Documents Documents, the Fee Letter and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees, charges fees and disbursements of a single one outside counsel for to the Administrative Agent, the Issuing Lenders (in addition to any local counsel)and the Lead Arrangers, (b) to pay or reimburse each Lender Lender, the Issuing Lenders and each the Administrative Agent for all its of their respective reasonable out-of-pockets costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the other Credit Documents and any such other documentsthe Fee Letter, including, without limitation, the reasonable fees and disbursements of outside counsel to the Administrative Agent and to each Lender of the Lenders and each of counsel the Issuing Lenders, provided that, absent an actual or perceived conflict of interest, the Borrower shall only be required to any reimburse the Administrative Agent, the Lead Arrangers, the Issuing Lenders and each Lender, in the aggregate, for one outside law firm, (c) on demand, to pay, indemnify, and hold each Lender and each Agent and Lender, each 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 by the Borrower in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreementthe Credit Documents, the other Credit Documents Fee Letter and any such other documents, (d) to pay, reimburse or indemnify the Administrative Agent, including as its role as “collateral agent” with respect to the exercise of any right or remedy the Administrative Agent or the Lenders may have under this Agreement or the other Credit Documents, including but not limited to, the foreclosure upon, or seizure of, any Collateral or exercise of any other rights of a secured party, (e) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for any reasonable out-of-pocket costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to determine whether the Borrower or any of its Subsidiaries or any officer, director, shareholder or Affiliate of the Borrower or any of its Subsidiaries has violated any Anti-Money Laundering Laws, Anti-Corruption Laws or other similar law and (df) to pay, indemnify, and hold each Lender and each ArrangerLender, each Agent and each Issuing Lender the Administrative Agent, the Lead Arrangers, their respective Affiliates and their respective other Related Parties (an “Indemnified Person”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever from third party claims (other than claims by taxing authorities) with respect to the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents, the Fee Letter and any such other documents and the use, or the other Credit Documents or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"“Indemnified Liabilities”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any Agent or the Issuing Lender or any Lender an Indemnified Person with respect to otherwise indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such LenderIndemnified Person, or with respect as determined by a court of competent jurisdiction pursuant to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesa final non-appealable judgment. The agreements in this subsection Section 10.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunderCredit Party Obligations. The obligations of the Foreign Borrower with respect to the indemnification and cost and expense reimbursement obligations set forth above and in the other Credit Documents shall, to the extent reasonably ascertainable, be limited to losses, claims, damages, liabilities, costs and expenses arising out of or relating to the obligations of the Foreign Borrower under this Agreement and the other Credit Documents (including the enforcement thereof) and the Foreign Borrower’s use or proposed use of the proceeds of any Loan made to it.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Agent and each of the Agents Lender and their Affiliates for all of their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement supplement, waiver or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewiththerewith (including, for all purposes of subsection 9.5, documents prepared pursuant to subsection 8.10), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel to the Agent and each Lender and their Affiliates, provided, that, from and after the Closing Date, such reimbursement for legal fees shall be limited to the Lenders fees and disbursements of one primary counsel except (i) as provided in addition to any local counsel)clause (b) of this subsection 9.5, and (ii) for so long as the Investors together comprise the Required Lenders, (b) to pay or reimburse each Lender and each the Agent and their Affiliates for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to any the Agent, (c) to pay, indemnify, and hold each Lender and each the Agent and each Issuing Lender their Affiliates and the respective members, partners, directors, officers, employees, agents and advisors of such Person and such Person's Affiliates 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Agent and each Issuing Lender their Affiliates and the respective members, partners, directors, officers, employees, agents and advisors of such Person and such Person's 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Documents or the use of the proceeds of the Loans Loan Documents, documents in connection with the TransactionRecapitalization and any such other documents, including, without limitation, any of the foregoing relating to the violation of, any Environmental Claims or noncompliance with or liability under, any Environmental Law Laws applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties Borrower Property (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, provided that the Borrower shall have no obligation hereunder to any the Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising to the extent determined in the final non-appealable judgment of a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such the Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with and whether or not the TransactionAdministrative Agent, includingthe relevant Lenders and their Affiliates are parties to the claim, without limitationdemand, action, cause of action or proceeding from which any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations aforementioned arises (all of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Administrative Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer as determined by a court of such Property to one or more third partiescompetent jurisdiction. The agreements in this subsection Section 9.5 shall survive repayment or assignment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay ----------------------------- or reimburse each of the Agents Administrative Agent for all of their respective reasonable 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 Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to any the Administrative Agent, (c) to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their respective officers, directors, employees, affiliates, agents and controlling persons (each, 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Company or any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender indemnitee -------- with respect to otherwise indemnified liabilities arising to the extent such indemnified liabilities result from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesindemnitee. The agreements in this subsection Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The U.S. Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and reasonable expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Credit 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, without limitation, the reasonable fees, charges and disbursements of a single counsel for the Lenders (in addition to any local counsel), (b) to pay or reimburse each Lender and each Administrative Agent for all its their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender Administrative Agent and the reasonable fees and disbursements of counsel to the several Lenders; provided that, in the case of clauses (a) and (b), the U.S. Borrower shall not be obligated to so reimburse for more than one law firm (and, in addition to such law firm, any Agentlocal counsel engaged in each relevant jurisdiction by such law firm) as counsel for the Lenders and the Administrative Agents, and (c) to pay, indemnify, and hold each Lender and each Administrative Agent and each Issuing Lender 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 documentary taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents Notes and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Administrative Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the Notes and the other Credit Documents or Loan Documents, the use or proposed use by the Borrowers of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood ; provided that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the U.S. Borrower shall have no obligation hereunder to (i) any Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Administrative Agent or the Issuing (ii) any Lender with respect to indemnified liabilities arising from gross negligence or any willful misconduct of such Lender, in each case as finally determined by a court of competent jurisdiction; provided, however, that nothing in this subsection shall be construed as requiring the Canadian Borrower to so indemnify in amounts that would be in violation of, and its obligations to so indemnify are subject to, the restrictions on financial assistance set out in the Business Corporations Act (Ontario); and, provided, further, that the preceding proviso shall not be construed in any way as limiting or with respect to otherwise indemnified liabilities following derogating from the sale, leasing or obligations of the other transfer of such Property to one or more third partiesBorrowers set out in this subsection. The agreements in this subsection shall survive repayment of the Loans Loans, the Acceptance Reimbursement Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with and whether or not the TransactionAdministrative Agent, includingthe relevant Lenders and their Affiliates are parties to the claim, without limitationdemand, action, cause of action or proceeding from which any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations aforementioned arises (all of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Administrative Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer as determined by a court of such Property to one or more third partiescompetent jurisdiction. The agreements in this subsection Section 9.5 shall survive repayment or assignment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each of the Agents Agent for all of their respective its reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the or any other Credit Documents Loan Document and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agent, (b) to pay or reimburse each Lender and each the Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each the Agent and to the several Lenders (other than those incurred in connection with the compliance by the relevant Lender with the provisions of subsection 2.23(a)), and of counsel to any Agent, (c) to pay, indemnify, and hold each Lender and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay by any Borrower in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Agreement or any other Credit Documents and any such other documentsLoan Document, and (d) to pay, indemnify, and hold each Lender and Lender, each Arranger, the Syndication Agent, each Documentation Agent, the Agent and each Issuing Lender Sub-Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or and the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), it being understood ; provided that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Company shall have no obligation hereunder to any Agent or the Issuing Lender Agent, the Syndication Agent, such Documentation Agent, such Sub-Agent, such Arranger, or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of the Agent, such Agent or Sub-Agent, the Issuing Lender Syndication Agent, such Documentation Agent, such Arranger, or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection 10.5 shall survive repayment of the Loans Loans, expiration or other termination of the Letters of Credit and payment of all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or ----------------------------- reimburse each of the Agents Agent on demand for all of their respective reasonable 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 Agreement, the Notes, the other Credit Documents 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders Agent (in addition to any local counselwhich counsel may or may not include employees of the Lender), (b) to pay or reimburse each Lender and each the Agent on demand for all its of their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents Loan Documents, and any such other documentsdocuments related to this Agreement or any other Loan Document, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Agent (which counsel may or may not include employees of the Agent) and of counsel to any Agentthe several Lenders, and (c) to paypay on demand, indemnify, and hold each Lender and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, any (other than Taxes expressly excluded from the definition of Taxes in Section 2.12) 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 Notes, the other Credit Documents Loan Documents, and any such other documents, and (d) to paypay on demand, indemnify, and hold each Lender and each Arranger, each the Agent and each Issuing 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 with respect to the execution, delivery, enforcement, and, incident to a Default or Event of Default, the performance and administration of this Agreement Agreement, the Notes, the other Loan Documents, and any such other documents or the other Credit Documents transactions contemplated hereby or the use of the proceeds of the Loans thereby or any action taken or omitted under or in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any the Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Agent or the Issuing Lender or any such Lender, or with respect to otherwise . Borrower shall be given notice of any claim for indemnified liabilities following and shall be afforded a reasonable opportunity to participate in the saledefense, leasing compromise or other transfer of such Property to one or more third partiessettlement thereof. The agreements in this subsection shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Lender for all of their respective reasonable out-of-pocket its costs and expenses incurred in connection with the development, preparation and execution ofof this Agreement, and any amendmentthe Revolver Note, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared executed and delivered in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Lender, (b) to pay or reimburse each the Lender for all its costs and each Agent expenses incurred in connection with any amendment, supplement or modification to (or proposed amendment, supplement or modification to) this Agreement, the Revolver Note and the other Loan Documents and any other documents executed and delivered in connection therewith, and the administration of this Agreement, the other Loan Documents and the revolving credit facility provided herein, including without limitation, the reasonable fees and disbursements of counsel, (c) to pay or reimburse the Lender for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolver Note, the other Credit Loan Documents and any such other documentsdocuments (including all such expenses incurred during any actual or attempted workout, restructuring or negotiations in respect of the Revolver Loans, Letters of Credit or other Obligations), including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to any Agentthe Lender, (cd) to pay, indemnify, and hold each Lender and each Agent and each Issuing the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Revolver Note, the other Credit Loan Documents and any such other documents, and (de) to pay, indemnify, and hold each the Lender and each Arrangerits Affiliates and their respective partners, each Agent officers, employees, directors, trustees, agents and each Issuing Lender advisors (the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actionsactions (whether sounding in contract, in tort or on any other ground), judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of or in any other way arising out of or relating to, this Agreement or Agreement, the Revolver Note, the other Credit Loan Documents or any such other documents contemplated by or referred to herein or therein or any action taken by any Indemnitee with respect to the use of the proceeds of the Loans in connection with the Transaction, foregoing including, without limitation, any of the foregoing relating to the use of proceeds of the Revolver Loans or the violation of, noncompliance with or liability under, any Environmental Law Laws applicable to the operations of the Borrower, any of Borrower or its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender Indemnitee with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer Indemnitee as finally determined by a court of such Property to one or more third partiescompetent jurisdiction. The agreements in this subsection Section shall survive repayment of the Loans Revolver Note and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Each Borrower agrees (a) to pay or reimburse each of the Agents Agent for all of their respective reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, delivery and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit 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, without limitation, including the reasonable fees, charges fees and disbursements of counsel to each Agent (provided that absent a conflict of interest the Agents shall use reasonable efforts to use a single legal counsel for the Lenders (in addition to and any necessary special or local counsel)) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrowers prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the applicable Agent shall deem appropriate, (b) to pay or reimburse each Lender and each Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to any each Agent, (c) to pay, indemnify, and hold each Lender and each Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) which do not constitute Taxes or Other Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing Lender their respective officers, directors, employees, affiliates, agents, advisors, representatives and controlling persons (each, an “Indemnitee”) harmless from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of or in connection with the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless or the use of the proceeds of the Loans in connection with the Transactionwhether any such matter is initiated by a third party, includingany Borrower, without limitationany other Loan Party or any other Person), including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries Group Member or any of the Properties 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 (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender Indemnitee with respect to otherwise 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 primarily from the gross negligence or willful misconduct of such Agent or Indemnitee. Without limiting the Issuing Lender foregoing, and to the extent permitted by applicable law, each of Holdings and each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights of contribution or any such Lender, or other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise indemnified liabilities following against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the sale, leasing or other transfer Borrowers pursuant to this Section 11.5 shall be submitted to the Borrowers at the address of such Property to one or more third partiesthe Borrowers set forth in Section 11.2. The agreements in this subsection Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (ai) to pay or reimburse each reimburse, in accordance with the Waterfall and the other applicable provisions of Section 5 of the Agents Security Agreement, the Lender for all of their respective its reasonable out-of-out- of- pocket costs Costs and expenses Expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Lender and filing and recording fees and expenses, (bii) to pay or reimburse each reimburse, in accordance with the Waterfall and the other applicable provisions of Section 5 of the Security Agreement, the Lender and each Agent for all of its costs reasonable Costs and expenses Expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Transaction Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to each Lender and of counsel to any Agentthe Lender, (ciii) to pay, indemnify, and hold each of the Lender and each Agent and each Issuing Lender its Related 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 taxestaxes (other than those of the nature of an income tax), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or and modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Transaction Documents and any such other documents, documents and (div) to pay, indemnify, and hold each of the Lender and each Arrangerits Related Parties (each, each Agent an “Indemnitee”) harmless and each Issuing Lender harmless defend them from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, subject to the second succeeding proviso, the reasonable fees and disbursements of legal counsel) or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Transaction Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations use of proceeds of the Borrower, any of its Subsidiaries or any of the Properties Loans (all the foregoing in this clause (div), collectively, the "indemnified liabilities"“Indemnified Liabilities”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, provided that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender Indemnitee with respect to otherwise 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 negligence, bad faith or willful misconduct of such Agent Indemnitee; provided, further, that the Borrower shall not be obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (A) does not provide reasonably prompt notice to the Issuing Lender Borrower (with a copy to the Lender) of any claim for which indemnification is sought; provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure or (B) makes any such Lenderadmissions of liability or incurs any significant expenses after receiving actual written notice of the claim, or agree to any settlement without the written consent of the Borrower, which consent shall not be unreasonably withheld. The Indemnitee may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for such Indemnitee (which counsel shall be reasonably satisfactory to the Borrower) controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (x) the Indemnitee may not agree to any settlement involving any Indemnitee without the prior written consent of the Borrower and (y) the Borrower shall engage and pay the reasonable expenses of separate counsel for the Indemnitee to the extent that the interests of the Indemnitee are in conflict with respect those of the Borrower. The Borrower shall be responsible to otherwise indemnified liabilities following pay the sale, leasing or other transfer reasonable fees of such Property separate legal counsel if such a conflict exists. All amounts due under this Section 9.05 shall be payable in accordance with the Waterfall and the other applicable provisions of Section 5 of the Security Agreement. In order to one be paid such amounts on any particular Payment Date in respect of any losses, claims, damages, liabilities or more third partiesrelated expenses, in each case incurred no later than two Business Days prior to the Payment Determination Date immediately preceding such Payment Date, the request for payment under this Section 9.05 must be received by the Borrower and the Servicer no later than such Payment Determination Date. The agreements in this subsection Section 9.05 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse each of the Agents Administrative Agent and the Arrangers for all of their respective reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and each Lender, the Administrative Agent and each Issuing Lender the Arrangers harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each ArrangerLender, each the Administrative Agent and each Issuing Lender the Arrangers and their Affiliates directors, officers, employees, agents, trustees, investment advisors and other representatives harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any Agent or the Issuing Lender Administrative Agent, the Arrangers or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent the Administrative Agent, the Arrangers or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer as determined by a court of such Property to one or more third partiescompetent jurisdiction. The agreements in this subsection Section 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder. Notwithstanding anything to the contrary contained in this Section 9.5 or elsewhere in any of the Credit Documents, neither the Borrower nor any Subsidiary shall be obligated to pay or reimburse any Person for any costs, expenses, fees, taxes or other charges of any nature whatsoever that are incurred or payable by any Person in connection with any assignment referred to in Section 9.6(c), any participation referred to in Section 9.6(b) or any pledge or security interest referred to in Section 9.6(h).

Payment of Expenses and Taxes. The US Borrower agrees and the UK Borrower agree (a) to pay or reimburse each of the Agents for all of their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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, without limitation, including the reasonable fees, disbursements and other charges and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agents, (b) to pay or reimburse each Lender and each the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, includingincluding the reasonable fees, without limitation, the fees disbursements and disbursements other charges of counsel to each Lender and of counsel to any the Administrative Agent, (c) to pay, indemnify, and hold harmless each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and each Arranger, each the Administrative Agent and each Issuing Lender harmless their respective directors, officers, employees, trustees 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 whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of the US Borrower, any of its Subsidiaries or any of the Properties Real Estate (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the US Borrower and the UK Borrower shall have no obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender nor any of their respective directors, officers, employees, trustees and agents with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Agent the party to be indemnified or (ii) disputes among the Issuing Lender or any such LenderAdministrative Agent, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesLenders and/or their transferees. The agreements in this subsection Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent and the Arranger for all of their respective reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent and the Arranger, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the other Credit Documents and any such other documentsDocuments, including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel to each Lender the Administrative Agent and of counsel to any Agentthe Lenders, and (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Administrative Agent or the Issuing Lender or any such Lender, or with respect as determined by a court of competent jurisdiction pursuant to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesa final non-appealable judgment. The agreements in this subsection Section 10.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Borrower agrees Borrowers jointly and severally agree (a) to pay or reimburse each of the Agents Administrative Agent and the Arranger for all of their respective 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent and the Arranger, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the other Credit Documents and any such other documentsDocuments, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and of counsel to any Agentthe Lenders, and (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Borrowers shall not have no any obligation hereunder to any Agent or the Issuing any Lender or any Lender Affiliate thereof with respect to otherwise indemnified liabilities to the extent (i) arising from the gross negligence or willful misconduct of such the Administrative Agent or the Issuing any such Lender or any such LenderAffiliate, as determined by a court of competent jurisdiction or (ii) relating to disputes among any Lender or Affiliate thereof and the Administrative Agent or one or more other Lender or Affiliate thereof unless such dispute is related to this Credit Agreement or the Extensions of Credit hereunder. No Borrower shall be required to indemnify any Indemnified Party for any amount paid or payable to any Indemnified Party in the compromise or settlement of any action, proceeding or investigation without the prior written consent of the Company, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Party of notice of its involvement in any action, proceeding or investigation, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Company under this Credit Agreement, promptly notify the Company in writing of such involvement. Failure by the Indemnified Party to so notify the Company shall not relieve the Company from the obligation to indemnify the Indemnified Party under this Credit Agreement except to the extent that the Company suffers actual prejudice as a result of such failure, and shall not relieve the Company from its obligation to provide reimbursement and contribution to the Indemnified Party. It is acknowledged and agreed that each Indemnified Party shall cooperate with the Company in good faith to coordinate a mutual defense strategy and to enter into joint defense agreements and will use commercially reasonable efforts to minimize the costs thereof including, without limitation, (i) the delivery of periodic updates with respect to otherwise indemnified liabilities following legal and other expenses incurred, (ii) limiting the sale, leasing or other transfer engagement of legal counsel to one law firm at any one time (excluding local counsel which may be engaged as deemed necessary by the Indemnified Party) and (iii) the taking of such Property to one or more third partiesother measures in connection therewith as may be reasonably requested by the Company. The agreements in this subsection Section 9.4 shall survive repayment of the Loans and all other amounts payable hereunderthe Borrower Obligations.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Agent for all of their respective 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 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agent, (b) to pay or reimburse the Agent and, from and after the occurrence of a Default or an Event of Default, each Lender and each Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the reasonable and documented fees and disbursements of counsel to each Lender and of counsel to any the Agent, (c) to pay, indemnify, and hold each Lender and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, 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 Borrower, any of its Subsidiaries Borrower or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, howeverPROVIDED, that the Borrower shall have no obligation hereunder to any the Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such the Agent or the Issuing Lender or any such Lender, Lender or with respect to otherwise indemnified liabilities following (ii) legal proceedings commenced against the sale, leasing Agent or other transfer any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such Property to one security holder or more third partiescreditor solely in its capacity as such. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other any Credit Documents Document and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition Administrative Agent, but not including any fees and expenses of counsel to any local counselthe Lenders), (b) to pay or reimburse each Lender, the Issuing Lender and each the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each the Administrative Agent, the Issuing Lender and of counsel to any Agentthe Lenders, (c) to pay, indemnify, and to hold each Lender, the Issuing Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Administrative Agent, the Documentation Agent, the Syndication Agent, and each Arrangerthe officers, each Agent directors, employees and each Issuing Lender agents thereof, 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, consummation, enforcement, performance and administration of this Agreement or the other Credit Documents or and the use by the Company of the proceeds of the Loans in connection with the Transaction, including, without limitation, any and other extensions of credit hereunder (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood provided that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Company shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of any such Lender, the Issuing Lender or of the Administrative Agent, (ii) legal proceedings commenced against any such Lender, the Issuing Lender or against the Administrative Agent by any security holder or creditor (other than the Company, its Subsidiaries and its Affiliates) thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, (iii) legal proceedings commenced against any such Lender or the Issuing Lender by any other Lender or any such Lender, by the Administrative Agent or with respect (iv) amounts of the types referred to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesin clauses (a) through (c) above except as provided therein. The agreements in this subsection 11.5 shall survive repayment of the Loans and the Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each of the Agents Documentation Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Documentation Agent, (b) to pay or reimburse each Lender and each Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Credit Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender such Agent and of counsel to any Agentthe several Lenders, and (c) to pay, indemnify, and hold each Lender and each Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the Notes, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Company shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, (ii) legal proceedings commenced against any Agent or with respect any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor in its capacity as such, or (iii) legal proceedings commenced against any Agent or any such Lender by any other Lender or by any Transferee (as defined in subsection 10.6). Any person which may seek indemnification under this subsection 10.5 will promptly notify the Company of any claim, litigation, investigation or proceeding of which it shall receive notice which may give rise to otherwise indemnified liabilities following any liability subject to indemnification under this subsection 10.5 and shall permit the saleCompany to participate, leasing or other transfer at the Company's expense, in the defense of such Property claim, litigation, investigation or proceeding unless such person seeking indemnification shall have determined, in its sole discretion, that such participation by the Company would be disadvantageous to one or more third partiessuch person; provided, however, that the failure so to notify the Company will not relieve it of its indemnification obligations under this subsection 10.5, except to the extent of any damages directly suffered by the Company as a result of such failure to notify. The agreements in this subsection shall survive repayment of the Loans Notes and all other amounts payable hereunder.. 10.6

Payment of Expenses and Taxes. The Borrower agrees Credit Parties jointly and severally agree (a) to pay or reimburse each of the Agents Administrative Agent and the Lead Arranger for all of their respective reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent and the Lead Arranger, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the other Credit Documents and any such other documentsDocuments, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and of counsel to any Agentthe Lenders, (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreementthe Credit Documents, (d) to pay or reimburse each Lender and the Administrative Agent for any reasonable costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to determine whether the Borrower or any of its Subsidiaries or any officer, director, shareholder or affiliate of the Borrower or any of its Subsidiaries has violated any Anti-Terrorism Laws or other Credit Documents and any such other documents, similar law and (de) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Term Loans (other than, in connection each case, with respect to actions by the Transaction, including, without limitation, Borrower against any Indemnified Party in which the Borrower is the prevailing party) (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"“Indemnified Liabilities”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of such the Administrative Agent or the Issuing Lender or any such Lender, or with respect as determined by a court of competent jurisdiction pursuant to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesa final non-appealable judgment. The agreements in this subsection Section 10.5 shall survive repayment of the Loans Term Loans, Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse each of the Agents Lender for all of their respective reasonable its out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Lender, (b) to pay or reimburse each the Lender and each Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to any Agentthe Lender, (c) to pay, indemnify, and hold each Lender and each Agent and each Issuing the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, (d) to pay or reimburse the Lender for all of its ongoing out-of-pocket due diligence and monitoring expenses, provided that, so long as no Default or Event of Default has occurred during such year, the amount of such expenses for which the Loan Parties shall be responsible under this clause (d) shall not exceed $25,000 during any year, and (de) to pay, indemnify, and hold each the Lender and each Arrangerof its officers, each Agent employees, directors, trustees, agents, advisors, affiliates and each Issuing Lender controlling persons (each, 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the TransactionLoans, and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability or potential liability under, any Environmental Law applicable to the operations of the each Borrower, any of its Subsidiaries Subsidiaries, or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilitiesIndemnified Liabilities"); provided, it being understood that the no Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender Indemnitee with respect to otherwise indemnified liabilities arising Indemnified Liabilities (i) to the extent such Indemnified Liabilities are found by a court of competent jurisdiction (which finding has not been modified, reversed or withdrawn) to have resulted from the gross negligence or willful misconduct of such Agent Indemnitee or to arise out of a breach by the Issuing Lender of its obligations hereunder or under any other Loan Document, (ii) to the extent such Borrower is the prevailing party in any such Lenderlegal proceedings, or with respect to otherwise indemnified liabilities following the sale, leasing (iii) legal proceedings commenced against an Indemnitee by any security holder or other transfer creditor thereof arising out of and based upon rights afforded any such Property to one security holder or more third partiescreditor solely in its capacity as such. The agreements in this subsection Section shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each of the Agents Documentation Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Documentation Agent, (b) to pay or reimburse each Lender and each Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Credit Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender such Agent and of counsel to any Agentthe several Lenders, and (c) to pay, indemnify, and hold each Lender and each Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the Notes, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Company shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, (ii) legal proceedings commenced against any Agent or with respect any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor in its capacity as such, or (iii) legal proceedings commenced against any Agent or any such Lender by any other Lender or by any Transferee (as defined in subsection 10.6). Any person which may seek indemnification under this subsection 10.5 will promptly notify the Company of any claim, litigation, investigation or proceeding of which it shall receive notice which may give rise to otherwise indemnified liabilities following any liability subject to indemnification under this subsection 10.5 and shall permit the saleCompany to participate, leasing or other transfer at the Company's expense, in the defense of such Property claim, litigation, investigation or proceeding unless such person seeking indemnification shall have determined, in its sole discretion, that such participation by the Company would be disadvantageous to one or more third partiessuch person; provided, however, that the failure so to notify the Company will not relieve it of its indemnification obligations under this subsection 10.5, except to the extent of any damages directly suffered by the Company as a result of such failure to notify. The agreements in this subsection shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Borrowers shall not have no any obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Administrative Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer as determined by a court of such Property to one or more third partiescompetent jurisdiction. The agreements in this subsection Section 9.5 shall survive repayment or assignment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any Agent or the Issuing Lender or any Lender an indemnified party with respect to otherwise indemnified liabilities of such indemnified party arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lenderindemnified party, or with respect as determined by a court of competent jurisdiction pursuant to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesa final non-appealable judgment. The agreements in this subsection Section 9.5 shall survive repayment of the Loans and all other amounts payable hereunderthe Credit Party Obligations.

Payment of Expenses and Taxes. The U.S. Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and reasonable expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Credit Loan Documents (other than documents relating to any Alternate Currency Facility) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of a single one U.S. counsel for to the Lenders (in addition to any local counsel)Administrative Agents and such foreign counsel as the Administrative Agents shall reasonably deem necessary, (b) to pay or reimburse each Lender and each Administrative Agent for all its their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender Administrative Agent and the reasonable fees and disbursements of counsel to any Agentthe several Lenders, and (c) to pay, indemnify, and hold each Lender and each Administrative Agent and each Issuing Lender 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents Notes and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Administrative Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the Notes and the other Credit Documents or Loan Documents, the use or proposed use by the Borrowers of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties 129 122 (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood ; provided that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the U.S. Borrower shall have no obligation hereunder to (i) any Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Administrative Agent or the Issuing (ii) any Lender with respect to indemnified liabilities arising from gross negligence or any willful misconduct of such Lender, in each case as finally determined by a court of competent jurisdiction; provided, however, that nothing in this subsection shall be construed as requiring the Canadian Borrower to so indemnify in amounts that would be in violation of, and its obligations to so indemnify are subject to, the restrictions on financial assistance set out in the Business Corporations Act (Ontario); and, provided, further, that the preceding proviso shall not be construed in any way as limiting or with respect to otherwise indemnified liabilities following derogating from the sale, leasing or obligations of the other transfer of such Property to one or more third partiesBorrowers set out in this subsection. The agreements in this subsection shall survive repayment of the Loans Loans, the Acceptance Reimbursement Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents and the Other Representatives for (1) all of their respective reasonable 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 Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Commitments) contemplated hereby and therebythereby and (iii) efforts to monitor the Term Loans and verify, includingprotect, without limitationevaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) (i) the reasonable fees, charges fees and disbursements of a single counsel for the Lenders (in addition to any [ ] and such other special or local counsel), consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender and each Agent the Agents for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including, without limitation, including the fees and disbursements of counsel to each Lender the Agents and of counsel to any Agentthe Lenders, (c) to pay, indemnify, or reimburse each Lender and the Agents for, and hold each Lender and each Agent and each Issuing Lender 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, each Agent, their respective affiliates, and their respective officers, directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Lender and each Arranger, each Agent and each Issuing Lender Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Borrower of any of its Subsidiaries or any of the Properties property of the Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), it being understood provided that the Borrower shall not have an any obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Administrative Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of such the Administrative Agent, any other Agent or the Issuing Lender or any such LenderLender (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 may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as 101 provided in clauses (b) and (c) above, the Borrower shall have no obligation under this Section 10.5 to any Indemnitee with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesany Taxes. The agreements in this subsection Section shall survive repayment of the Term Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents and Lenders for all of their respective reasonable out-of-pocket costs and expenses incurred in ​ ​ connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single New York counsel for to the Lenders (in addition to any local counsel)Agents and Lenders, (b) to pay or reimburse each Lender and each any Agent for all its costs and expenses incurred during the continuance of any Default or Event of Default in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to any Agentthe Agents, (c) to pay, indemnify, and hold harmless each Lender and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and each Arranger, each Agent and each Issuing Lender harmless their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents and related documents or the use of the proceeds of the Loans in connection with the TransactionLoans, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, howeverthat, that the Borrower shall have no obligation hereunder to the any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities solely arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesIndemnitee. The agreements in this subsection shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Recco agrees, on demand, to (a) to pay or reimburse each of the Agents Lenders, the Program Manager, the Surety Provider and the Collateral Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution, delivery and execution administration of, and any amendment, supplement or modification to, this Agreement Credit Agreement, the Lender Note and the other Credit Operative Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, any and all collateral audit fees, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Lenders, the Program Manager, the Surety Provider and the Collateral Agent, (b) to pay or reimburse each Lender the Lenders, the Program Manager, the Surety Provider and each the Collateral Agent for all its their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the Lender Note, the other Credit Operative Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Lenders, the Program Manager, the Surety Provider and of counsel to any Agent, the Collateral Agent and (c) to pay, indemnify, and hold each Lender the Lenders, the Program Manager, the Surety Provider and each the Collateral Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any registration tax, stamp, excise duty and other similar taxestaxes or duties, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Credit Agreement, the Lender Note, the other Credit Operative Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender the Lenders, the Program Manager, the Surety Provider and each Arranger, each the Collateral Agent and each Issuing 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 (except with respect to taxes, which shall be governed by Sections 2.10 through 2.14 and 10.5(c) above), with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Credit Agreement, the Lender Note and the other Credit Documents or the use of the proceeds of the Loans in connection with the TransactionOperative Documents, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood provided that the Borrower shall have an Recco has no obligation hereunder to the Lender Program Manager, the Collateral Agent, the Surety Provider or any Agent the Lenders with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent the Program Manager, the Collateral Agent, the Surety Provider or the Issuing Lender or any such LenderLenders. Notwithstanding the foregoing, or if the Lenders enter into agreements with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesother borrowers ("Other Borrowers"), the Lenders shall allocate such indemnified liabilities which are attributable to Recco and to the Other Borrowers to Recco and to each Other Borrower; provided, however, that if such indemnified liabilities are attributable to Recco and not attributable to any Other Borrower, Recco shall be solely liable for such indemnified liabilities or if such indemnified liabilities are attributable to Other Borrowers and not attributable to Recco, such Other Borrowers shall be solely liable for such indemnified liabilities. The agreements in this subsection shall survive repayment of the Loans Lender Note and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, on demand, (a) to pay or reimburse each of the Agents Agent for all of their respective reasonable 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 the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agent, (b) to pay or reimburse each Lender Bank and each the Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender the Agent and of counsel to any Agentthe several Banks, which fees are currently estimated not to exceed $25,000, (c) to pay, indemnify, and hold each Lender Bank and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Credit Loan Documents and any such other documents, (d) to pay, indemnify and hold each Bank harmless from any and all fees, costs and expenses incurred by any such Bank after the occurrence and throughout the continuance of an Event of Default in connection with any inspection or examination pursuant to subsection 6.6, and (de) to pay, indemnify, and hold each Lender Bank and each Arrangerthe Agent (and their respective directors, each Agent officers, employees and each Issuing Lender 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 or Agreement, the Notes, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transaction, including, without limitation, and any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties such other documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, PROVIDED that the Borrower shall have no obligation hereunder to any the Agent or the Issuing Lender or any Lender Bank with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such the Agent or the Issuing Lender or any such LenderBank (or any of their respective directors, officers, employees or agents), (ii) legal proceedings commenced against the 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 capacity as such, or with respect (iii) legal proceedings commenced against the Agent or any such Bank by any other Bank or by any Transferee. As long as no Default or Event of Default exists, the Agent agrees to otherwise indemnified liabilities following give the sale, leasing Borrower periodic reports of the costs and expenses subject to payment or other transfer of such Property to one or more third partiesreimbursement under this subsection. The agreements agreement in this subsection shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each of the Agents Agent for all of their respective its reasonable out-of-pocket costs and reasonable expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agent, (b) to pay or reimburse each Lender and each the Agent for all its costs and expenses incurred in connection with the enforcement or preservation (after a Default hereunder) of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to any the Agent, (c) to pay, indemnify, and hold each Lender and each the Agent and each Issuing Lender harmless 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, under any Environmental Law applicable to the operations of the BorrowerCompany, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilitiesIndemnified Liabilities"), it being understood ; provided that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Company shall have no obligation hereunder to any the Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities Indemnified Liabilities arising solely from the gross negligence or willful misconduct of such the Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each the Agent and the Lead Arrangers for all their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Agents Commitments and the Revolving Credit Loans, including, without limitation, all such expenses relating to the preparation and distribution of information memoranda relating thereto, the hosting of meetings of prospective Lenders and the promotion and advertising of the syndication, (b) to pay or reimburse the Agent for all of their respective reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and and, in the case of the Agent, any amendment, supplement or modification to, or waiver or consent under or in respect of, this Agreement and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agent, (bc) to pay or reimburse each Lender Lender, the Issuing Bank and each the Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including without limitation the allocated fees and expenses of in-house counsel, if applicable) to each Lender and of counsel to any Agent, the Agent and (cd) to pay, indemnify, and hold each Lender Lender, the Issuing Bank and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.The

Payment of Expenses and Taxes. The Borrower agrees Credit Parties jointly and severally agree (a) to pay or reimburse each of the Agents Administrative Agent and the Lead Arrangers for all of their respective reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders Administrative Agent and the Lead Arrangers (in addition subject to any local counsellimits agreed to by the Borrower and the Administrative Agent), (b) subject to the last sentence of Section 5.6, to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the other Credit Documents and any such other documents(provided, including, without limitation, that the Borrower shall not be responsible for the reasonable fees and disbursements of more than one counsel to the Lenders and any necessary local counsel (limited to one local counsel in each Lender relevant jurisdiction)) to the Administrative Agent and of counsel to any Agentthe Lenders, (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, (d) to pay or reimburse each Lender and the Administrative Agent for any costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to determine whether the Borrower or any of its Subsidiaries or any officer, director, shareholder or affiliate of the Borrower or any of its Subsidiaries has violated any Anti-Terrorism Laws or other similar law and (de) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilitiesIndemnified Liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of such the Administrative Agent or the Issuing Lender or any such Lender, or with respect as determined by a court of competent jurisdiction pursuant to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesa final non-appealable judgment. The agreements in this subsection Section 10.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse each of the Agents Administrative Agent and the Arranger for all of their respective reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent and the Arranger, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the other Credit Documents and any such other documentsDocuments, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and each Lender, the Administrative Agent and each Issuing Lender 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Administrative Agent, the Arranger and each Arrangertheir Affiliates and their respective officers, each Agent directors, employees, partners, members, counsel, agents, representatives, advisors and each Issuing Lender affiliates (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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans and (e) to pay any civil penalty or fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Administrative Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials the funding of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior toLoans, the saleissuance of Letters of Credit, leasing the acceptance of payments or other transfer of such Property by such AgentCollateral due under the Credit Documents (all of the foregoing, Arrangercollectively, Issuing Lender, or any Lender or their successors or assigns to one or more third partiesthe “Indemnified Liabilities”); provided, however, that the Borrower shall not have no any obligation hereunder to any Agent or the Issuing Lender or any Lender an Indemnitee with respect to otherwise indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such LenderIndemnitee, or with respect as determined by a court of competent jurisdiction pursuant to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesa final non-appealable judgment. The agreements in this subsection Section 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other Documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, collectively the "indemnified ----------- liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any ----------- -------- ------- obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such the Administrative Agent or the Issuing Lender or any such Lender, (ii) legal proceedings commenced against the Administrative Agent or with respect to otherwise indemnified liabilities following any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded such security holder or creditor solely in its capacity as such, (iii) legal proceedings commenced against the sale, leasing Administrative Agent or any Lender by any other transfer Lender or the Administrative Agent or its participants or (iv) a breach of such Property to one or more third partiesany of the Credit Documents by the Lenders. The agreements in this subsection shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Company and the Borrower agrees agree (a) to pay or reimburse each of the Agents Agent for all of their respective its reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Agent, (b) to pay or reimburse each Lender and each the Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and each the Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that neither the Company nor the Borrower shall have no any obligation hereunder to any the Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection Section 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent and the Arranger for all of their respective reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent and the Arranger, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the other Credit Documents and any such other documentsDocuments, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence negligence, bad faith or willful misconduct of such the Administrative Agent or the Issuing Lender or any such Lender, or with respect as determined by a court of competent jurisdiction pursuant to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesa final non-appealable judgment. The agreements in this subsection Section 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Lead Arrangers and the Administrative Agent for all of their respective reasonable out-of-pocket 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 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, without limitation, the reasonable fees, charges and documented fees and disbursements of a single outside counsel for (including one local counsel in each applicable jurisdiction) to the Lenders (in addition to any local counsel)Administrative Agent and the Lead Arrangers, (b) to pay or reimburse each Lender Lender, the Lead Arrangers and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel (including the allocated fees and expenses of in house counsel) to each Lender and of counsel to the Administrative Agent and the Lead Arrangers, provided, that in connection with any workout or restructuring, the Borrower shall pay the fees and disbursements of one U.S. counsel for the Administrative Agent, the Lead Arrangers and the Lenders 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, and hold each Lender and each the Administrative Agent and each Issuing Lender 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing Lender indemnified party harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by any indemnified party or asserted against any indemnified party by any third party or by the Borrower or any of its Subsidiaries arising out of, in connection with respect to or as a result of the Transactions (or any transactions related thereto), or the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand such other documents, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, provided that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender indemnified party with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer party determined in a court of such Property to one or more third partiescompetent jurisdiction in a final non-appealable judgment. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay ----------------------------- or reimburse each of the Agents Administrative Agent and the Syndication Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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, without limitation, the reasonable fees, charges fees and disbursements of a single joint counsel for to the Lenders (in addition to any local counsel), Administrative Agent and the Syndication Agent; (b) to pay or reimburse each Lender and each the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and of counsel to any Agent, the several Lenders; (c) to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, documents and (d) to pay, indemnify, and hold harmless each Lender and each ArrangerLender, each the Syndication Agent and each Issuing Lender harmless the Administrative Agent 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 or Agreement, the other Credit Documents and any such other documents, or the use of the proceeds of the Loans in connection with the Transactionand other extensions of credit hereunder, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood provided that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall ----------------------- -------- have no obligation hereunder to any the Administrative Agent, the Syndication Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such the Administrative Agent, the Syndication Agent or such Lender, as the Issuing Lender 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, the Syndication Agent or any such LenderLender by any securityholder or creditor thereof arising out of and based upon rights afforded any such securityholder or creditor solely in its capacity as such. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Borrower shall have no obligation under this subsection 18.5 to the Administrative Agent, the Syndication Agent or any Lender with respect to otherwise indemnified liabilities following the saleany tax, leasing levy, impost, duty, charge, fee, deduction or other transfer of such Property to one withholding imposed, levied, collected, withheld or more third partiesassessed by any Governmental Authority. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay ----------------------------- or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification toto or release of, this Agreement and the other Credit 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, without limitation, the reasonable fees, charges and disbursements Attorney Costs of a single counsel for the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights rights, including those incurred pursuant to a "workout" under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements Attorney Costs of counsel to each Lender and of counsel to any Agent, the Administrative Agent (c) to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender 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, 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, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their respective officers, directors, trustees, professional advisors, employees, affiliates, agents and controlling persons (each, 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 with respect to the execution, delivery, enforcement, performance performance, administration and administration release of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower -------- shall not have no any obligation hereunder to any Agent or the Issuing Lender or any Lender indemnitee with respect to otherwise 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 Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesindemnitee. The agreements in this subsection Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees ----------------------------- (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-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 the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Credit Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the several Lenders (including the allocated fees and expenses of counsel to any Agentin-house counsel), and (c) to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes similar taxesin nature, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arrangerthe Administrative Agent (and their respective directors, each Agent officers, employees and each Issuing Lender 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 or Agreement, the Notes, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, any the use or proposed use of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations proceeds of the Borrower, any of its Subsidiaries or any of the Properties Loans hereunder (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; ----------------------- provided, however, that the Borrower shall have no obligation hereunder to any the -------- Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Administrative Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesrespectively. The agreements in this subsection Section 10.05 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Xxxx Xxxxxxx for all of their respective reasonable its out-of-pocket costs and expenses incurred by McGuire, Woods, Battle & Xxxxxx and any consultants of Xxxx Xxxxxxx in connection with the development, preparation and execution of, this Agreement and any amendment, supplement or modification to, this Agreement Agreement, the Note and the other Credit Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for the Lenders (in addition to any local counsel)Xxxx Xxxxxxx, (b) to pay or reimburse each Lender and each Agent Xxxx Xxxxxxx for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Note, and the Security Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to any AgentXxxx Xxxxxxx, (c) to pay, indemnify, and to hold each Lender and each Agent and each Issuing Lender Xxxx Xxxxxxx harmless from, any and all recording and filing fees and taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery and recordation of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Note, the Security Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing Lender Xxxx Xxxxxxx 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 or Agreement, the other Credit Documents or the use of the proceeds of the Loans in connection with the Transaction, including, without limitationNote, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries Security Documents or any transaction financed in whole or in part directly or indirectly with the proceeds of the Properties any loans made under this Agreement (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Agent Xxxx Xxxxxxx or the Issuing Lender (ii) legal proceedings commenced against Xxxx Xxxxxxx by any security holder or creditor thereof arising out of and based upon rights afforded any such Lender, security holder or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiescreditor solely in its capacity as such. The agreements in this subsection shall survive repayment of the Loans Note and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents and the Other Representatives for (1) all of their respective 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 and administration of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loans) contemplated hereby and therebythereby and (iii) efforts to monitor the Loans and verify, includingprotect, without limitationevaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral in accordance with the terms of the Loan Documents, and (2) the reasonable fees, charges and documented fees and disbursements of a single Cravath, Swaine & Xxxxx LLP solely in its capacity as counsel for to the Lenders Agents, and such other special or local counsel (limited to one firm of local counsel in addition to any local counseleach appropriate jurisdiction), consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender Lender, the Lead Arrangers and each Agent the Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including, without limitation, including the fees and disbursements of counsel (limited to each Lender and one firm of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction), and, if consented to any Agentby the Borrower, another counsel, (c) to pay, indemnifyindemnify or reimburse each Lender, the Lead Arrangers, the Agents and each Other Representative for, and hold each Lender Lender, the Lead Arrangers, the Agents and each Agent and each Issuing Lender Other Representative 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, 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, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, the Lead Arrangers, each Agent, each Other Representative, and each Related Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Lender and each Arranger, each Agent and each Issuing Lender 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 (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) arising out of or relating to any actual or prospective claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory, brought by a third party or by the Borrower (or its Affiliates) or any other Loan Party and regardless of whether any Indemnitee is a party thereto, with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Loans, the Transactions or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Properties property of the Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), it being understood provided that the Borrower shall not have an any obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, any Lead Arranger, Issuing Lender any Other Representative or any Lender (or their successors any Related Party of any such Agent, Lead Arranger, any Other Representative or assigns Lender) with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct (as determined by foreclosure salea court of competent jurisdiction in a final non-appealable decision) of such Agent, deed in lieu Lead Arranger, any Other Representative or Lender (or any Related Party of foreclosuresuch Agent, Lead Arranger, any Other Representative or similar transfer or, following such transferLender), (ii) in connection with, but prior to, the sale, leasing or other transfer any material breach of such Property any Loan Document by such Agent, Lead Arranger, Issuing any Other Representative or Lender (or any Related Party of such Agent, Lead Arranger, any Other Representative or Lender) 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 arise from any act or omission of the Borrower or its affiliates and that do not involve claims against any Lead Arranger or Agent in its capacity as such. To the fullest extent permitted under applicable law, neither the Borrower nor any Indemnitee shall be liable for any indirect special, consequential or punitive damages in connection with the Facilities provided that nothing contained in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this subsection 10.5 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 10.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 10.5 shall be submitted to the address of the Borrower set forth in subsection 10.2, or any Lender to such other Person or their successors or assigns address as may be hereafter designated by the Borrower in a notice to one or more third parties; providedthe Administrative Agent. Notwithstanding the foregoing, howeverexcept as provided in clauses (b) and (c) above, that the Borrower shall have no obligation hereunder under this subsection 10.5 to any Agent or the Issuing Lender or any Lender Indemnitee with respect to otherwise indemnified liabilities arising from the gross negligence any Taxes imposed, levied, collected, withheld or willful misconduct of such Agent or the Issuing Lender or assessed by any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesGovernmental Authority. The agreements in this subsection 10.5 shall survive repayment of the Term Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Lender for all of their respective its reasonable out-of-pocket costs and expenses expenses, which such costs shall not exceed $7,500.00, incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Note, and the other Credit 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, without limitation, provided that any legal fees of the Lender shall be limited to the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Lender, (b) to pay or reimburse each the Lender and each Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Note, the other Credit Loan Documents and any such other documents, including, without limitation, provided that any legal fees of the Lender shall be limited to the reasonable fees and disbursements of counsel to each Lender the Lender, and of counsel to any Agent, (c) to pay, indemnify, and hold each Lender and each Agent and each Issuing the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection shall survive repayment of the Loans Note and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates and their respective officers, directors, employees, Administrative Agents, and advisors harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any the Administrative Agent or the Issuing any Lender or any Lender other indemnified person with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such the Administrative Agent or the Issuing any such Lender or any other such Lenderindemnified person, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer as determined by a court of such Property to one or more third partiescompetent jurisdiction (IT BEING THE INTENTION OF THIS PROVISION THAT SUCH INDEMNIFICATION OBLIGATION WILL BE APPLICABLE REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OF ANY OF THE PARTIES BEING INDEMNIFIED). The agreements in this subsection Section 10.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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, without limitation, the reasonable fees, disbursements and other charges and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent, (b) to pay or reimburse each Lender and each the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation, the fees reasonable fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to any the Administrative Agent, (c) to pay, indemnify, and hold harmless each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in in, paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and each Arranger, each the Administrative Agent and each Issuing Lender harmless their respective directors, officers, employees 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 of counsel with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, provided that the Borrower shall have no obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender nor any of their respective directors, officers, employees and agents with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Agent the party to be indemnified or (ii) disputes among the Issuing Lender or any such LenderAdministrative Agent, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesLenders and/or their transferees. The agreements in this subsection Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Lead Arranger and the 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 Credit 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, without limitation, the reasonable fees, charges and documented fees and disbursements of a single outside counsel for (including one local counsel in each applicable jurisdiction) to the Lenders (in addition to any local counsel)Administrative Agent and the Lead Arranger, (b) to pay or reimburse each Lender Lender, the Lead Arranger and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel (including the allocated fees and expenses of in house counsel) to each Lender and of counsel to the Administrative Agent and the Lead Arranger, provided, that in connection with any workout or restructuring, the Borrower shall pay the fees and disbursements of one U.S. counsel for the Administrative Agent, the Lead Arranger and the Lenders 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, and hold each Lender and each the Administrative Agent and each Issuing Lender 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, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing Lender indemnified party harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by any indemnified party or asserted against any indemnified party by any third party or by the Borrower or any of its Subsidiaries arising out of, in connection with respect to or as a result of the Transactions (or any transactions related thereto), or the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand such other documents, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, provided that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender indemnified party with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer party determined in a court of such Property to one or more third partiescompetent jurisdiction in a final non-appealable judgment. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The Borrower agrees Borrowers, jointly and severally, agree (a) to pay or reimburse each of the Agents and the Other Representatives for (1) all of their respective 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 Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments) contemplated hereby and therebythereby and (iii) efforts to monitor the Loans and verify, includingprotect, without limitationevaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable fees, charges and documented fees and disbursements of a single Xxxx Xxxxxxxx LLP, in its capacity as counsel for to the Lenders (in addition to any Agents and Other Representatives, and such other special or local counsel), consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Borrower Representative, (b) to pay or reimburse each Lender Lender, each Lead Arranger and each Agent the Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including, without limitation, including the fees and disbursements of counsel to each Lender and the Agents (limited to one firm of counsel to any Agentin each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify, or reimburse each Lender, each Lead Arranger and the Agents for, and hold each Lender Lender, each Lead Arranger and each Agent and each Issuing Lender 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, any stamp, documentary, excise and other similar taxes, if any, 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, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, each Lead Arranger, each Agent (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Lender and each Arranger, each Agent and each Issuing Lender Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the executioncase of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower Representative of such conflict and thereafter, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents or the use after receipt of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties Borrower Representative’s consent (all the foregoing in this clause (dwhich shall not be unreasonably withheld), collectivelyretains its own counsel, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials another firm of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to counsel for such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence or willful misconduct of such Agent or the Issuing Lender or any such Lender, or with respect to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third parties. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.affected

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse each of the Agents Agent for all of their respective reasonable out-of-pocket costs and expenses incurred by any Bank in connection with the development, preparation and execution of, and any amendment, supplement or modification to, or extension or waiver of this Agreement and Credit Agreement, the other Credit Basic Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for (including local counsel and patent and trademark counsel) to the Lenders (Agent incurred in addition connection with the foregoing and in connection with legal advice rendered with respect to any local counsel)this Credit Agreement, and the Basic Documents, (b) to pay or reimburse each Lender the Agent and each Agent Bank for all its their respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementwith, the other Credit Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to any Agent, (c) to pay, indemnify, and hold each Lender and each Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each ArrangerAgent, each Agent Bank and each Issuing Lender their respective officers, directors, employees, agents, Affiliates, attorneys-in-fact and attorneys 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 the Basic Documents and any such other documents, including, without limitation, reasonable fees and disbursements of counsel to the Agent and of counsel to each of the Banks, (c) to pay, indemnify, and to hold the Agent and each Bank harmless from, any and all broker's fees, recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the executionexecution and delivery of, deliveryor consummation of any of the transactions contemplated by, enforcementor any amendment, performance and administration of supplement or modification of, or any waiver or consent under or in respect of, this Agreement or Credit Agreement, the Notes, the other Credit Basic Documents and any such other documents, and (d) to pay, indemnify, and hold the Agent, each Bank and their respective officers, directors, employees, agents, attorneys-in-fact, Affiliates and attorneys 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 making of the Loans, the taking of security interests under the Security Documents or the use of the proceeds of the Loans in connection with the Transaction, 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 Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), it being understood provided that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Borrowers shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such the Agent or any Bank, or (ii) legal proceedings commenced against the Issuing Lender Agent or any Bank by any security holder or creditor of the Agent or any Bank arising out of and based upon rights afforded any such Lendersecurity holder or creditor solely in its capacity as such, or with respect to otherwise indemnified liabilities following (iii) legal proceedings commenced against the sale, leasing Agent or any Bank by any other transfer of such Property to one Bank or more third partiesby any Transferee. The agreements Credit Agreements in this subsection shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of Agent and the Agents Lenders for all of their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit 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, without limitation, including the reasonable fees, charges fees and disbursements of one outside counsel to the Agents and Lenders (provided that, in the event of a single counsel for conflict of interest with such counsel, the Agents and the Lenders shall be entitled to engage additional counsel at their choosing) and local counsel as required by the Agents, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in addition the case of amounts to any local counsel)be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent shall deem appropriate, (b) to pay or reimburse each Lender and each Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, including the fees and disbursements of one outside counsel to each Lender the Agents and the Lenders (provided that, in the event of a conflict of interest with such counsel, the Agents and the Lenders shall be entitled to engage additional counsel to any Agentat their choosing), (c) to pay, indemnify, and hold each Lender and each Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Agent and each Issuing Lender their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, or reasonably out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, the other Credit Loan Documents (regardless of whether any Loan Party is or the use of the proceeds of the Loans in connection with the Transactionis not a party to any such actions or suits), including, without limitation, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries Group Member or any of the Properties and the out-of-pocket 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 (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall have no obligation hereunder to any Agent or the Issuing Lender or any Lender Indemnitee with respect to otherwise 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 Agent or Indemnitee. Without limiting the Issuing Lender foregoing (including the foregoing proviso), and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause their Subsidiaries not to assert, and hereby waive and agree to cause their Subsidiaries to waive, all rights for contribution or any such Lender, or other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise indemnified liabilities following against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the saleBorrower pursuant to this Section 11.5 shall be submitted to the Borrower, leasing at the address of the Borrower set forth in Section 11.2, or to such other transfer of such Property Person or address as may be hereafter designated by the Borrower in a written notice to one or more third partiesthe Administrative Agent. The agreements in this subsection Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent and the Arranger for all of their respective reasonable 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, without limitation, together with the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agent and the Arranger, (b) to pay or reimburse each Lender and each the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the other Credit Documents and any such other documentsDocuments, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and to the Lenders (including reasonable allocated costs of counsel to any Agentin-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender and each the Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, documents and (d) to pay, indemnify, and hold each Lender and each Arranger, each the Administrative Agent and each Issuing Lender their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the other Credit Documents and any such other documents and the use, or the use proposed use, of the proceeds of the Loans in connection with the Transaction, including, without limitation, any (all of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower shall not have no any obligation hereunder to any the Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from the gross negligence negligence, bad faith or willful misconduct of such the Administrative Agent or the Issuing Lender or any such Lender, or with respect as determined by a court of competent jurisdiction pursuant to otherwise indemnified liabilities following the sale, leasing or other transfer of such Property to one or more third partiesa final non-appealable judgment. The agreements in this subsection Section 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Each Borrower agrees (a) to pay or reimburse each of the Agents Administrative Agent for all of their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, any Notes and the other Credit 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, without limitation, the reasonable fees, charges fees and disbursements of a single counsel for to the Lenders (in addition to any local counsel)Administrative Agents, (b) to pay or reimburse each Lender and each Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender the Administrative Agents and of counsel to any Agentthe several Lenders, and (c) to pay, indemnify, and hold each Lender and each Administrative Agent and each Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and each Arranger, each Administrative Agent and each Issuing 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement or Agreement, any Notes, the other Credit Loan Documents or the use of the proceeds of the Loans in connection with the Transactionand any such other documents, 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 BorrowerCompany, any of its Subsidiaries or any of the Properties (all 104 98 the foregoing in this clause (d), collectively, the "indemnified liabilities"), it being understood that the Borrower shall have an obligation hereunder to the Lender or any Agent with respect to any indemnified liabilities incurred by any Agents, Arranger or the Issuing Lender or any Lender as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in any case first occurs on or with respect to such Property (i) after the Property is transferred to any Agent, Arranger, Issuing Lender or any Lender or their successors or assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer or, following such transfer, (ii) in connection with, but prior to, the sale, leasing or other transfer of such Property by such Agent, Arranger, Issuing Lender, or any Lender or their successors or assigns to one or more third parties; provided, however, that the Borrower Borrowers shall have no obligation hereunder to any either Administrative Agent or the Issuing Lender or any Lender with respect to otherwise indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Administrative Agent or the Issuing Lender or any such Lender, Lender or with respect to otherwise indemnified liabilities following the sale, leasing (ii) legal proceedings commenced against such Administrative Agent or other transfer any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such Property to one security holder or more third partiescreditor solely in its capacity as such. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunderhereunder and, in the case of any Lender that may assign any interest under subsection 11.6(b), shall survive the making of such assignment, notwithstanding that such Lender may cease to be a party hereto.