Common use of Payment of Expenses and Taxes Clause in Contracts

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 any 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 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 Arrangers and the Administrative Agent for all its their 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 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 including, without limitation, the reasonable and documented fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect outside counsel (including one local counsel in each applicable jurisdiction) to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriateand the Arrangers, (b) to pay or reimburse each Lender Lender, each Issuing Lender, the Arrangers and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including including, without limitation, the documented fees and disbursements of counsel (including the allocated fees and expenses of in house counsel) to the Lenders each Lender and Issuing Lender and of counsel to the Administrative Agent; Agent and the Arrangers, provided, that in connection with any workout or restructuring, the Borrower shall not be liable for pay the fees and disbursements of more than (i) one separate firm U.S. counsel for the Administrative Agent, the Arrangers, the Issuing Lenders and the Lenders pursuant to this clause (unless there shall exist b) and (ii) one counsel to the Administrative Agent, the Arrangers, the Issuing Lenders and the Lenders in the jurisdiction of each Foreign Subsidiary Borrower pursuant to this clause (b), and, in the case of an actual or perceived conflict of interest among where the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall indemnified party affected by such conflict informs the Borrower be liable of such conflict and thereafter, retains its own counsel, of another firm of counsel for any settlement or extra-judicial resolution of claims without the Borrower’s written consentsuch affected indemnified party, (c) to pay, indemnify, and hold each Lender, each Issuing Lender and the Administrative Agent and each of their affiliates and their respective officer, directors, employees, agents and advisors (each, an “indemnified party”) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) 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 or as a result of the Transactions (other than with respect to taxesor any transactions related thereto), which shall be governed exclusively by Section 2.19) with respect to or the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including 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 Group Member of its Subsidiaries 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 Liabilitiesindemnified liabilities”), provided, provided that the Borrower shall have no obligation hereunder to any Indemnitee indemnified party with respect to 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 indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 indemnified party determined in a written notice to the Administrative Agentcourt of competent jurisdiction in a final non-appealable judgment. The agreements in this Section 10.5 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 the Administrative each Agent for all its reasonable out‑of‑pocket 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 Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel and any financial advisor or third party consultants or appraisers to and each Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative each Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, including in connection with any work-out, restructuring, forbearance or other amendment providing relief to the Borrower, the other Loan Documents and any such other documentsdocuments related thereto, including the reasonable fees and disbursements of counsel and any financial advisor or third party consultants or appraisers to each Agent and the reasonable fees and disbursements of counsel to the Lenders several Lenders; provided that, in the case of clauses (a) and of counsel to the Administrative Agent; provided(b), that the Borrower shall not be liable obligated to so reimburse for the fees and disbursements of more than one separate law firm (and, in addition to such law firm, any local counsel engaged in each relevant jurisdiction by such law firm) as counsel for the Lenders (unless there shall exist an actual conflict of interest among and the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentAgents, (c) to pay, indemnify, and hold each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesfees, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments related thereto, and (d) to pay, indemnify, and hold each Lender and the Administrative each Agent and their respective officers, directors, employees, affiliates, agents agents, advisors, trustees 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 (other than with respect to taxesarising out of any litigation, which shall be governed exclusively by Section 2.19) investigation or proceeding with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments and instruments referred to therein, 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 any 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after a reasonably detailed written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telecopy No. (000) 000-0000; Telephone No. 000-000-0000) (Telecopy No. 973-496-5080; and Email: xxxxxxxx@xxxx.xxx), at 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 written notice to the Administrative Agent. The agreements in this Section 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 the Administrative Agent and the Lead Arrangers for all its of their respective reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders Administrative Agent and of counsel to the Administrative AgentLenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders) ), in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any settlement or extra-judicial resolution of claims without the Borrower’s written consentmaterial jurisdiction, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender 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 Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents agents, advisors, partners, representatives and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, expenses or disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 or any Group Member Subsidiary or any of the Properties Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) 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”), ; provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) 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 Indemnitee; provided furtherIndemnitee or any of its affiliates or their respective officers, that that directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable for the fees and disbursements of more than one separate firm to for any Indemnitees special, indirect, consequential or punitive damages (unless there shall exist an actual conflict of interest among such Indemniteesother than as required pursuant to Section 10.5(c) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent(d)). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Chief Financial Officer (Telephone No. (000-) 000-0000) (Telecopy No. 973(000) 000-496-50800000), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 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 the Administrative Agent, the Syndication Agent and the Lead Arranger for all 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation, execution and syndication of the Credit Documents and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of one firm of counsel (and such other counsel in foreign jurisdictions as may be agreed by the Administrative Agent and the Borrower) to the Administrative Agent, the Syndication Agent and the Lead Arranger, (b) to pay or reimburse all of the reasonable expenses, including without limitation, reasonable fees and expenses of counsel, incurred by the Administrative Agent in connection with the administration of the facilities provided for herein or in connection with any amendments, waivers, work-outs or restructurings in respect thereof, (c) to pay or reimburse the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender and each Lender for all their costs and expenses incurred in connection with, and to pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the enforcement or preservation of any rights under this Agreement, the other Loan Documents any Credit Document and any such other documents, including the including, without limitation, reasonable fees and disbursements of counsel to the Lenders and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for Lead Arranger and each Lender and the fees and disbursements charges of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) IntraLinks, SyndTrak or a similar service, incurred in connection with any one action or any separate but substantially similar or related actions the foregoing and in connection with advising the same jurisdiction, nor shall Administrative Agent with respect to its rights and responsibilities under this Agreement and the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentdocumentation relating thereto, (cd) to pay, indemnify, and to hold the Administrative Agent, the Syndication Agent, the Lead Arranger and each Lender and the Administrative Agent 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 (other than withholding taxes), if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents any Credit Document and any such other documents, and (de) to pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender and each Lender and the Administrative Agent and each of their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) Related Persons 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 (other than including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender or the Lenders or such Affiliates, officers, directors or trustees (x) arising out of or in connection with respect any investigation, litigation or proceeding related to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Credit Documents, the proceeds of the Loans and the transactions contemplated by or in respect of such use of proceeds, or any of the other transactions contemplated hereby, whether or not the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender or any of the Lenders or such other documentsAffiliates, including officers, directors or trustees is a party thereto, 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 Bermuda Holdings, any of any Group Member its Subsidiaries or any of the Properties facilities and properties owned, leased or operated by the reasonable fees and expenses Bermuda Holdings or any of legal counsel its Subsidiaries, or (y) without limiting the generality of the foregoing, by reason of or in connection with claimsthe execution and delivery or transfer of, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document payment or failure to make payments under, Letters of Credit (it being agreed that nothing in this subsection 10.5(e)(y) is intended to limit the Borrower’s obligations pursuant to subsection 2.7) (all the foregoing in this clause (d)foregoing, collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided, ; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities indemnified liabilities of the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender or any Lender or any of their respective Affiliates, officers, directors and trustees to the extent such Indemnified Liabilities are found extent, as determined by a the final and nonappealable decision of a court of competent jurisdiction to have resulted jurisdiction, resulting from (i) the gross negligence or willful misconduct of such Indemnitee; provided furtherthe person seeking indemnification or (ii) legal proceedings commenced against the Administrative Agent, that that the Syndication Agent, the Lead Arranger, the Issuing Lender or Lender not arising from (A) violation of any law by Bermuda Holdings or any of its Subsidiaries or (B) breach by Bermuda Holdings, Stratus Bermuda or the Borrower shall of its obligations owed to the Administrative Agent or the Lenders under the Credit Documents (not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemniteesincluding obligations with respect to financial performance or payment) in connection with any one action or any separate but substantially similar misrepresentation made by Bermuda Holdings, Bermuda Holding or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement under the Credit Documents, by (x) a security holder or extra-judicial resolution creditor of the indemnified person arising out of and based upon the rights afforded such Indemnitees’ security holder or creditor solely in its capacity as such or (y) arising out of disputes, claims without or proceedings among the Borrower’s written consentAgents, the Lenders and/or the Transferees. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower Bermuda Holdings agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives (and agrees to shall cause its Subsidiaries not to assert and to waive, ) all rights for contribution or any other rights of recovery with respect to all claimsliabilities, demandsobligations, losses, damages, penalties, finesactions, liabilitiesjudgments, settlementssuits, damagescosts, costs and expenses or disbursements of whatever any kind or naturenature whatsoever, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender or any Lender. The agreements in this Section subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Arrangers for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and documented fees, actual disbursements and out-of-pocket expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one counsel to the Administrative Agent and the Arrangers and, if necessary, one firm of local counsel in each appropriate jurisdiction and other counsel retained with the Parent Borrower’s consent (such consent not to be unreasonably withheld or delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Amendment and Restatement Effective Date (in the case of amounts to be paid on the Amendment and Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees reasonable and documented fees, actual disbursements and out-of-pocket expenses of one counsel to the Lenders and of counsel to the Administrative Agent; provided, if necessary, one firm of local counsel in each appropriate jurisdiction (and to the extent that the Borrower shall Administrative Agent or any Lender reasonably determines that separate counsel is necessary to avoid a conflict of interest, one additional outside counsel) and other counsel retained with the Parent Borrower’s consent (not to be liable for unreasonably withheld or delayed) (provided that in the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an actual (or perceived, if set forth in a writing by the affected party to the Parent Borrower) conflict of interest among interest, where the Lenders) in connection with any one action or any separate but substantially similar or related actions in affected party informs the same jurisdictionParent Borrower of such conflict and thereafter retains its own counsel, nor shall the Borrower be liable of another firm of counsel for any settlement or extra-judicial resolution of claims without the Borrower’s written consentsuch affected party), (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline 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 the Parent Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse each Issuing Lender for all of its reasonable and invoiced losses, costs or expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to the Issuing Lender from any currency other than Dollars to its Dollar Equivalent; provided that such conversion shall have resulted from the Parent Borrower’s failure to comply with its obligations hereunder and (de) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent and Agent, their respective affiliates, and the respective partners, officers, directors, employees, affiliatesagents, agents trustees, advisors and controlling persons of each of the foregoing (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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any actual or prospective claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, the equity holders, affiliates or creditors of the Parent Borrower 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 underunder or related to, any Environmental Law or Materials of Environmental Concern applicable to the operations of any Group Member Member, the Business or any of the Properties and the reasonable fees and documented fees, actual disbursements and out-of-pocket expenses of one firm of counsel for all Indemnitees and one environmental consultant and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the case of a conflict of interest, where the Indemnitee informs the Parent Borrower of such conflict and thereafter retains its own counsel, the reasonable and invoiced costs and expenses of legal another firm of counsel for such affected Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”), provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or, (y) a material breach of the funding obligation of, such Indemnitee; provided , provided, further, that that the Borrower this Section 10.5 shall not be liable for apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the fees reimbursement of costs, expenses and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) Indemnitee incurred in connection with the development, preparation and execution of, and any one action amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any separate but substantially similar or related actions reimbursement in the same jurisdictionconnection with such costs, nor expenses and disbursements shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentgoverned by Section 10.5(a)). Without limiting the foregoing, and to the extent permitted by applicable law, the 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 for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct or bad faith of such Indemnitee, or (y) a material breach of the funding obligation of, such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, other than for direct, actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable decision of a court of competent jurisdiction. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 Company agrees (a) to pay or reimburse the Administrative Agent and the Lead Arranger for all its reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with the developmentsyndication, preparation and execution ofexecution, and any amendment, supplement amendments or modification to, modifications or waivers of the provisions of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one counsel (and, if necessary, one local counsel per jurisdiction) to the Lead Arranger and the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Company prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender Bank and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Agreement and any such other documents, including the reasonable fees and disbursements of one counsel (and, if necessary, one local counsel per jurisdiction) to the Lenders each Bank and of one counsel (and, if necessary, one local counsel per jurisdiction) to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender Bank, the Lead Arranger and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents, and (d) to pay, indemnify, and hold each Lender Bank, the Lead Arranger and the Administrative Agent and 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the syndication (but solely with respect to the Lead Arranger and its officers, directors, employees, affiliates, agents and controlling persons), execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Agreement and any such other documents, 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 any 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 the Company under any Loan Document this Agreement (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 12.5 shall be payable not later than 10 days promptly after written demand therefor. Statements payable by the Borrower Company pursuant to this Section 10.5 12.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at the address of the Borrower Company set forth in Section 10.212.2, or to such other Person or address as may be hereafter designated by the Borrower Company in a written notice to the Administrative Agent. The agreements in this Section 10.5 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. The Banks shall endeavor in good faith to limit the number of counsel retained by them to avoid duplication of expenses.

Payment of Expenses and Taxes. The Borrower agrees agrees, on demand, and except as otherwise specifically set forth herein, to (a) to pay or reimburse Lender and the Administrative Collateral Agent for all its reasonable out‑of‑pocket out-of-pocket costs and expenses incurred in connection with the development, preparation and execution ofof this Credit Agreement, and any amendment, supplement or modification to, this Agreement the Promissory Note and the other Loan Documents Facility Agreements and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, subject to the limitations in Section 5.2 hereof, any and all collateral audit fees and the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect counsel to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriateLender, (b) to pay or reimburse each Lender and the Administrative Agent for all of its reasonable costs incurred in connection with its due diligence review of Borrower and all of its out-of-pocket expenses incurred in connection with the preparation, negotiation and execution of the Facility Agreements, (c) pay or reimburse Lender and the Collateral Agent for all out-of-pocket costs and expenses incurred in connection with the preparation and execution of any amendment, modification or supplement to this Credit Agreement, the Promissory Note and the other Facility Agreements and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, any and all collateral audit fees and the reasonable fees and disbursements of counsel to Lender, (d) pay or reimburse Lender for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the Promissory Note, the other Loan Documents Facility Agreements and any such other documents, including the including, without limitation, reasonable fees and disbursements of counsel to the Lenders and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentLender, (ce) to pay, indemnify, and hold each Lender Lender, its directors, members, officers, employees, agents and the Administrative Agent 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, any registration tax, stamp, excise duty and other similar taxestaxes or duties, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Credit Agreement, the Promissory Note, the other Loan Documents Facility Agreements and any such other documentsdocuments (other than income taxes and franchise taxes), and (df) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective Lender, its directors, members, officers, directors, employees, affiliates, agents and controlling persons (eachAffiliates, 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Credit Agreement, the other Loan Documents and any such other documents, 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 any Group Member or any of the Properties Promissory Note 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 other Facility Agreements (all the foregoing in this clause (d)foregoing, collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided, provided that the Borrower shall have has no obligation hereunder to any Indemnitee the Lender with respect to 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 indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunderLender.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and each of its Affiliates for all its their respective reasonable out‑of‑pocket out-of-pocket costs and expenses incurred in connection with the syndication of the Facility, the development, preparation preparation, execution, delivery and execution of, administration of this Agreement and any other Loan Documents prepared in connection herewith (and any amendment, supplement or modification to, this Agreement thereto and the any other Loan Documents and any other documents prepared in connection herewith or therewith), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees fees, disbursements and disbursements other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent and filing each of its Affiliates, which counsel shall act on behalf of all Lenders (and recording fees and expensesif necessary or, in the reasonable judgment of the Administrative Agent, advisable, one local counsel in each relevant jurisdiction (which, for the avoidance of doubt, may include Canada, each jurisdiction where a Mortgaged Property is located and, without duplication, each other jurisdiction where a Subsidiary Guarantor is organized), with statements with respect to the foregoing to be submitted to the Borrower Borrowers prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and Lender, the Administrative Agent and each of its Affiliates for all its of their respective reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Agreement and any such other documentsLoan Documents, including the fees reasonable fees, disbursements and disbursements other charges of counsel to the Lenders and of one primary counsel to the Administrative Agent and each of its Affiliates, which counsel shall act on behalf of all Lenders (and if necessary or , in the reasonable judgment of the Administrative Agent; provided, that the Borrower shall not be liable advisable, one local counsel in each relevant jurisdiction (which, for the fees and disbursements avoidance of more than one separate firm for the Lenders doubt, may include Canada, each jurisdiction where a Mortgaged Property is located and, without duplication, each other jurisdiction where a Subsidiary Guarantor is organized) (unless there shall exist is an actual conflict of interest among the Lenders) in connection which case each such party with any one action or any such conflict shall be entitled to retain separate but substantially similar or related actions outside counsel and local counsel in the same each appropriate jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent), (c) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and each of its 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 documentary or similar taxes, if any, that 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 Agreement or any other Loan Documents and any such other documents, Document and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons advisors (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance by a Borrower and administration of this Agreement, the other Loan Documents Agreement and any such other documentsLoan Documents, 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 any Group Member a Borrower or any of the Properties its Subsidiaries or any of their respective real properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against a Borrower or any Loan Party under any Loan Document of its Subsidiaries (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the no Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (i) are found by a final and nonappealable decision of a court of competent jurisdiction (or a settlement tantamount thereto) to have resulted from the gross negligence or willful misconduct of, or material breach of this Agreement of or by, the Administrative Agent or such Indemnitee; Lender, as the case may be (or any of their respective officers, directors, employees, affiliates, agents and advisors), (ii) are incurred by a Lender and result from a sale by such Lender of its Loan for a price less than par or the price paid by such Lender to purchase such Loan or (iii) result from claims made or legal proceedings commenced against the Administrative Agent or any of its Affiliates or any Lender or any of its Affiliates 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. Notwithstanding the foregoing, except as provided furtherin clause (c) above, that that the a Borrower shall not be liable for have any obligation under this Section 10.5 to the fees and disbursements Administrative Agent, any of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action its Affiliates or any separate but substantially similar Lender or related actions in the same jurisdictionany of its Affiliates with respect to any tax, nor shall the Borrower be liable for levy, impost, duty, charge, fee deduction or withholding imposed, levied, collected, withheld or assessed by any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentGovernmental Authority. Without limiting the foregoing, and to the extent permitted by applicable law, the 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 for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental LawsLaws applicable to the operations of the Parent Borrower or any of its Subsidiaries or any of their respective real properties, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the a Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Xxxx Xxxxxx, Assistant Treasurer (Telephone No. .: (000-) 000-0000; Facsimile No.: (000) (Telecopy No. 973000-496-50800000), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the such Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or ----------------------------- reimburse the Administrative Agent for all its reasonable out‑of‑pocket costs and out-of-pocket expenses (including travel and other expenses incurred by it or its agents in connection with performing due diligence with regard hereto) incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (including those contemplated to occur on the Closing Date), including including, without limitation, syndication efforts in connection with this Agreement and the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect counsel to the foregoing Agent (including special counsel with regard to FCC matters, special counsel with regard to Collateral or Guarantor Collateral located outside of California and the allocated costs of internal counsel to the Agent) and the Agent agrees to provide the Borrowers with a good faith estimate of such counsel fees, which counsel fees shall be subject to the approval of the Borrowers, such approval not to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis unreasonably withheld or such other periodic basis as the Administrative Agent shall deem appropriatedelayed, (b) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each Lender and the Administrative Agent for all its reasonable costs and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Loan Documents and any such other documentsdocuments or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or of any insolvency or bankruptcy proceeding, including the including, without limitation, reasonable legal fees and disbursements of counsel to the Lenders Agent and each Lender (including the allocated costs of internal counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent), (c) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent 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 similar other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents, documents and (d) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including the allocated cost of internal counsel and the reasonable legal fees and disbursements of outside counsel to the Lenders and the Agent), expenses or disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Notes and the other Loan Documents and any such other documentsDocuments, including any of the foregoing relating to Acquisitions or the use of the proceeds of the Loans or the violation of, noncompliance with or liability under, Letters of Credit and any Environmental Law applicable to the operations of any 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 such other documents (all the foregoing in this clause (d)foregoing, collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided, that the Borrower Borrowers shall have no obligation hereunder -------- to the Agent or any Indemnitee Lender with respect to 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 indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action Lender or any separate but substantially similar their agents or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extraattorneys-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000in-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agentfact. The agreements in this Section 10.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder. The Agent and the Lenders agree to provide reasonable details and supporting information concerning any costs and expenses required to be paid by the Borrowers pursuant to the terms hereof.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agents and the Other Representatives for (1) all its their reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments, the Tranche B Term Loan Commitments, the Tranche C Term Loan Commitments, the Tranche D Term Loan Commitments, the Tranche E Term Loan Commitments, the Tranche F Term Loan Commitments, the Tranche G Term Loan Commitments or the Tranche H Term Loan Maturity Date) contemplated hereby and therebythereby and (iii) efforts to monitor the Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxx Xxxx and Xxxxxxxx LLP LLP, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Administrative Agent shall deem appropriatecontinuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent Agents for all its their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Lenders Agents and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, or reimburse each Lender, each Other Representative and the Agents for, and hold each Lender Lender, each Other Representative and the Administrative Agent Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any stamp, documentary, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, each Other Representative, each Agent (and hold any sub-agent thereof) and each Lender and Related Party of any of the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Loans, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Group Member of its Restricted Subsidiaries or any of the Properties property of the Borrower or any of its Restricted Subsidiaries, of any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party and the reasonable fees and expenses regardless of legal counsel in connection with claims, actions or proceedings by whether any Indemnitee against any Loan Party under any Loan Document is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, provided that the Borrower shall not have no any obligation hereunder to any Indemnitee Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities to arising from (i) the extent gross negligence, bad faith or willful misconduct of any such Indemnified Liabilities are found Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a final and nonappealable decision of a court of competent jurisdiction to have resulted from in a final and non-appealable decision, (ii) a material breach of the gross negligence Loan Documents by any such Lead Arranger, Other Representative, Agent (or willful misconduct any sub-agent thereof) or Lender (or any Related Party of any such Indemnitee; provided furtherLead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement indirect, special, punitive or extra-judicial resolution of such Indemnitees’ claims without consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s written consent. Without limiting the foregoing, and indemnity or reimbursement obligations under this Section 11.5 to the extent permitted by applicable lawsuch indirect, the Borrower agrees not special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteeindemnification hereunder. All amounts due under this Section 10.5 11.5 shall be payable not later than 10 30 days after written demand therefor. Statements reflecting amounts payable by the Borrower Loan Parties pursuant to this Section 10.5 11.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Sections 11.5(b) and (c) above, the Borrower shall have no obligation under this Section 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 10.5 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 the Administrative Agent for all its reasonable out‑of‑pocket out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Joint Lead Arranger, Lender and the Administrative Agent and 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 any 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this sentence shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx the Chief Financial Officer (Telephone No. (000-) 000-0000) (Telecopy No. 973(000) 000-496-50800000), at 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 written notice to the Administrative Agent. The agreements in this Section 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 Administrative Agent, the Collateral Agent and the Joint Coordinating Lead Arrangers for all its reasonable out‑of‑pocket and documented 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 and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the syndication, consummation and administration of the transactions contemplated hereby and thereby, including (i) the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to the Administrative Agent and the Collateral Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective applicable Funding Date (in the case of amounts to be paid on the Restatement Effective applicable Funding Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent or the Collateral Agent, as applicable, shall deem appropriate, in each case where applicable, pursuant to and subject to the terms of the Fee Letters and (ii) the reasonable and documented fees and out of pocket costs and expenses of the Independent Engineer in connection with services rendered to the Administrative Agent with respect to the administration of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, (b) to pay or reimburse each Lender Party, the Administrative Agent and the Administrative Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Credit Documents and any such other documents, including the reasonable fees and disbursements of counsel to each Lender Party, of counsel to the Lenders Administrative Agent and of counsel to the Administrative Collateral Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender Party, the Administrative Agent and the Administrative Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesOther Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documentsdocuments (other than any such Taxes owing by a Lender Party with respect to any fee paid to such Lender Party in consideration for such waiver or consent by such Lender Party), and (d) to pay, indemnify, indemnify and hold each Joint Coordinating Lead Arranger, Lender and Party, the Administrative Agent, the Collateral Agent and their respective officers, directors, employees, affiliates, agents and controlling persons Related Parties (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs or expenses or disbursements of any kind or nature whatsoever (other than any Taxes except for Non-Excluded Taxes and Other Taxes and such Taxes and any penalties, interest and expenses arising therefrom or with respect thereto required to taxes, which shall be governed exclusively paid by Section 2.19the Borrower under the applicable Credit Documents) (x) Yards Creek – Credit Agreement with respect to the execution, delivery, enforcement, enforcement and performance and administration of this Agreement, the other Loan Credit Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or (y) with respect to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member the Borrower, the Project or any of the Properties Properties, and, in the case of (x) and (y), 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 Credit Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, ; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 11.6 shall be payable not later than 10 ten (10) days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 11.6 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080)General Counsel, at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent and the Collateral Agent. The agreements in this Section 10.5 11.6 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunderObligations.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or to ----------------------------- reimburse the Administrative Agent for all its reasonable out‑of‑pocket costs and out-of-pocket expenses (including travel and other expenses incurred by it or its agents in connection with performing due diligence with regard hereto) incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (including those contemplated to occur on the Closing Date), including including, without limitation, syndication efforts in connection with this Agreement and the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect counsel to the foregoing Agent (including special counsel with regard to FCC matters, special counsel with regard to Collateral or Guarantor Collateral located outside of California and the allocated costs of internal counsel to the Agent), which counsel fees shall be subject to the approval of the Borrower, such approval not to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis unreasonably withheld or such other periodic basis as the Administrative Agent shall deem appropriatedelayed, (b) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each Lender and the Administrative Agent for all its reasonable out-costs and out- of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Loan Documents and any such other documentsdocuments or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work- out" or of any insolvency or bankruptcy proceeding, including the including, without limitation, reasonable legal fees and disbursements of counsel to the Lenders Agent and each Lender (including the allocated costs of internal counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent), (c) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent 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 similar other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents, documents and (d) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including the allocated cost of internal counsel and the reasonable legal fees and disbursements of outside counsel to the Lenders and the Agent), expenses or disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Notes and the other Loan Documents Documents, the Merger or the use of the proceeds of the Loans and any such other documents, 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 any 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 documents (all the foregoing in this clause (d)foregoing, collectively, the “Indemnified Liabilities”"indemnified liabilities" irrespective of whether the transactions contemplated by this Agreement and the other Loan Documents are consummated), provided, that the Borrower shall have no obligation hereunder to -------- the Agent or any Indemnitee Lender with respect to 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 indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action Lender or any separate but substantially similar their agents or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extraattorneys-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000in-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agentfact. The agreements in this Section 10.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder. The Agent and the Lenders agree to provide reasonable details and supporting information concerning any costs and expenses required to be paid by the Borrower pursuant to the terms hereof.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent, the Syndication Agent and the Collateral Agent for all its reasonable and documented or invoiced out‑of‑pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP a single counsel to each of (i) the Administrative Agent and the Syndication Agent and (ii) the Collateral Agent, and such other special or local counsel as the Administrative Agent may deem reasonably necessary (and any additional counsel in the case of a conflict) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Company prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent, the Syndication Agent and the Collateral Agent shall deem appropriate, (b) to pay or reimburse each Lender Lender, the Administrative Agent, the Syndication Agent and the Administrative Collateral Agent for all its reasonable out-of-pocket and documented or invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of a single counsel to each of (i) the Administrative Agent and the Lenders and of (ii) the Collateral Agent, and such other special or local counsel to as the Administrative Agent; provided, that the Borrower shall not be liable for the fees Agent may deem reasonably necessary (and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions additional counsel in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution case of claims without the Borrower’s written consenta conflict), (c) to pay, indemnify, and hold each Lender Lender, the Administrative Agent and the Administrative Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and similar other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, any L/C Issuer, the Administrative Agent and the Administrative Collateral Agent and their respective officers, directors, employees, affiliatesadvisors, affiliates and 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 (whether brought by a Borrower or any other than with respect to taxes, which shall be governed exclusively by Section 2.19Person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents or Letters of Credit and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties) and the reasonable documented or invoiced fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party Borrower under any Loan Document or Letter of Credit or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action Indemnitee or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentits affiliates. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution from any Indemnitee or any other rights of recovery from any Indemnitee with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 11.5 shall be payable not later than 10 days Business Days after written demand therefortherefor and shall be accompanied by a statement setting forth in reasonable detail the source of such Indemnified Liability and the amount claimed thereunder. Statements payable by the Borrower Company pursuant to this Section 10.5 11.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080)the Company, at the address of the Borrower Company set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower Company in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 the Administrative Agent for all its reasonable out‑of‑pocket 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 Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel and any financial advisor or third party consultants or appraisers to and of the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, including in connection with any work-out, restructuring, forbearance or other amendment providing relief to the Borrower, the other Loan Documents and any such other documentsdocuments related thereto, including the reasonable fees and disbursements of counsel and any financial advisor or third party consultants or appraisers to the Administrative Agent and the reasonable fees and disbursements of counsel to the Lenders several Lenders; provided that, in the case of clauses (a) and of counsel to the Administrative Agent; provided(b), that the Borrower shall not be liable obligated to so reimburse for the fees and disbursements of more than one separate law firm (and, in addition to such law firm, any local counsel engaged in each relevant jurisdiction by such law firm) as counsel for the Lenders (unless there shall exist an actual conflict of interest among and the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentAdministrative Agent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesfees, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments related thereto, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents agents, advisors, trustees 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 (other than with respect to taxesarising out of any litigation, which shall be governed exclusively by Section 2.19) investigation or proceeding with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments and instruments referred to therein, 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 any 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 12.5 shall be payable not later than 10 days after a reasonably detailed written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 12.5 shall be submitted to Xxxxx X. Xxxxxxx (Telecopy No. (248) 66 000-0000; Telephone No. 000-000-0000) (Telecopy No. 973-496-5080; and Email: xxxxxxxx@xxxx.xxx), at the address of the Borrower set forth in Section 10.212.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 12.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to Whether or not the Transaction or other transactions contemplated hereby shall be consummated, the Borrower shall (i) pay or reimburse the Administrative Agent and the DIP Lenders for all 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its their reasonable out-of-pocket costs and expenses incurred in connection with this Agreement (including in connection with the negotiation, development, preparation, execution, consummation and administration of this Agreement and the other DIP Loan Documents (and any amendment, supplement or modification thereto) and the transactions contemplated herein and therein, including, without limitation, all reasonable documented fees and expenses of counsel to the Administrative Agent and of one counsel to the DIP Lenders, financial advisers and other consultants to the Administrative Agent and the DIP Lenders in connection therewith) and all fees as agreed upon in writing between the Borrower and the Administrative Agent, including, without limitation, the fee schedule executed as of the date hereof, (ii) pay or reimburse each DIP Lender and the Administrative Agent for all their respective out-of-pocket costs and expenses, including without limitation the default fees and expenses of the Administrative Agent as set forth in the fee schedule referenced above, incurred in connection with the enforcement or preservation of any rights under this Agreement, the other DIP Loan Documents and any such other documents, including including, without limitation, the fees and disbursements of one counsel to (including the Lenders allocated fees and expenses of in-house counsel) for the DIP Lenders, one counsel to the Administrative Agent; providedAgent (including, that the Borrower shall not be liable for the without limitation, all fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) expenses incurred in connection with any one action litigation, proceeding or dispute in any separate but substantially similar way related to the DIP Loan Documents, whether arising hereunder or related actions otherwise, and whether arising before or after the occurrence of an Event of Default) and any special local counsel retained by the Administrative Agent or the DIP Lenders in connection with the same jurisdictionenforcement of rights or remedies in respect of DIP Collateral, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, and (ciii) to pay, indemnify, and hold each DIP Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsAgent, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and of their respective officers, employees, directors, employeestrustees, affiliatesagents, agents advisers, Affiliates 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other DIP Loan Documents Documents, or the application of the proceeds of the Roll-Up DIP Loans in connection with the repurchase of 2012 Senior Secured Notes and any such other documents, including 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 Group Member of its Subsidiaries 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 (diii), collectively, the “Indemnified Liabilities”); provided that, provided, that (x) the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (A) to the extent such Indemnified Liabilities are found by a final and final, nonappealable decision judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees or (unless there shall exist an actual conflict of interest among such IndemniteesB) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable lawarising from a material breach of any Indemnitee’s Obligations under the DIP Loan Documents, or (C) to the extent arising out of legal proceedings that does not involve an act or omission of the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights Affiliate of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs the Borrower and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have is brought by statute or otherwise an Indemnitee against any Indemnitee. All amounts due under another Indemnitee and (y) this Section 10.5 11.5(a) shall not apply to Taxes, other than to the extent required to pay Taxes on amounts otherwise required to be payable not later than 10 days after written demand therefor. Statements payable by the Borrower paid pursuant to this Section 10.5 11.5(a). The provisions of this Section 11.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at survive the address payment 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the DIP Loans and all other amounts payable hereunderhereunder and the resignation and removal of the Administrative Agent.

Payment of Expenses and Taxes. (a) The Borrower agrees (ai) to pay or reimburse the Administrative each Agent for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to such parties (provided that such fees and disbursements shall not include fees and disbursements for more than one counsel plus one local counsel in each relevant jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or as such other periodic basis as the Administrative Agent parties shall deem appropriate, (bii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, charges and disbursements of a single firm of legal counsel, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) to the Lenders each Lender and of counsel to such Agent, plus, in the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an any actual or perceived conflict of interest among where the Lenders) in connection with any Lender or Agent affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, of one action other firm of counsel for such affected Lender or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentAgent, (ciii) to pay, indemnify, and hold each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother taxes (other than amounts payable under Section 4.10(d)), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (div) to pay, indemnify, and hold each Lender and the Administrative Lender, Agent and their respective affiliates and each of the respective officers, directors, employees, affiliates, agents and controlling persons of the foregoing (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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, 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 or any Group Member Restricted Subsidiary or any of the Properties and the reasonable fees and expenses of a single firm of legal counsel, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (div), collectively, the “Indemnified Liabilities”), ; provided, that the Borrower shall have no obligation hereunder to Indemnitee will be indemnified for any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found (a) it has been determined by a final and nonappealable decision of a court of competent jurisdiction in a final, non-appealable judgment to have resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or (ii) a material breach of the obligations of such Indemnitee under the Loan Documents or (b) any proceeding between and among Indemnitees that do not involve an act or omission by the Borrower or its Subsidiaries (other than claims against the Administrative Agent or a Lead Arranger in its capacity or in fulfilling its role as the agent or arranger or any other similar role under the Facilities (excluding its role as a Lender)); provided further, that that the Borrower that, this Section 11.5 shall not be liable for the fees and disbursements of more apply with respect to Taxes other than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with Taxes that represent losses, claims, damages, etc. arising from any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extranon-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentTax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 11.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080)Joxx Xxxxxxx, at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Arrangers for all its reasonable out‑of‑pocket and invoiced costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one counsel to the Administrative Agent and the Arrangers, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction and other counsel retained with the Parent Borrower’s consent (such consent not to be unreasonably withheld or delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Fourth Restatement Effective Date (in the case of amounts to be paid on the Fourth Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable out-of-pocket and invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of one counsel to the Lenders and of counsel to the Administrative Agent; provided, one firm of local counsel in each appropriate jurisdiction and other counsel retained with the Parent Borrower’s consent (not to be unreasonably withheld or delayed) (provided that in the Borrower shall not be liable for the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an actual (or perceived, if set forth in a writing by the affected party to the Parent Borrower) conflict of interest among interest, where the Lenders) in connection with any one action or any separate but substantially similar or related actions in affected party informs the same jurisdictionParent Borrower of such conflict and thereafter retains its own counsel, nor shall the Borrower be liable of another firm of counsel for any settlement or extra-judicial resolution of claims without the Borrower’s written consentsuch affected party), (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline 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 the Parent Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) [reserved] and (de) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, employees, affiliatesagents, agents advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, the equity holders, affiliates or creditors of the Parent Borrower 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 any Group Member or any of the Properties and the reasonable fees and expenses of legal one firm of counsel for all Indemnitees and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the case of an actual (or perceived, if set forth in a writing by the affected Indemnitee to the Parent Borrower) conflict of interest, where the Indemnitee informs the Parent Borrower of such conflict and thereafter retains its own counsel, the reasonable and invoiced costs and expenses of another firm of counsel for such affected Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”), provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or material breach of any Loan Document by, such Indemnitee; provided , provided, further, that that the Borrower this Section 10.5(e) shall not be liable for apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the fees reimbursement of costs, expenses and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) Indemnitee incurred in connection with the development, preparation and execution of, and any one action amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any separate but substantially similar or related actions reimbursement in the same jurisdictionconnection with such costs, nor expenses and disbursements shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentgoverned by Section 10.5(a)). Without limiting the foregoing, and to the extent permitted by applicable law, the 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 for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach of any Loan Document by such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Mxxxxxx Xxxxxxxx (Telephone No. (000-) 000-0000) (Telecopy No. 973(000) 000-496-50800000), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 Lead Agent and the Administrative Agent Issuing Lender for all its reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any waiver, amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith122 therewith (whether or not the transactions hereby or thereby contemplated shall be consummated), the syndication of the Facilities and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees fees, disbursements and disbursements other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one lead counsel (together with special and local counsel, limited to one in each jurisdiction) to the Lead Agents and Issuing Lender and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative such Lead Agent or Issuing Lender, as applicable, shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative each Lead Agent for all its reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including including, without limitation, the fees fees, disbursements and disbursements other charges of one lead counsel (together with special and local counsel, limited to one in each jurisdiction) to the Lead Agents and the Issuing Lender (and in the case of an actual or perceived conflict of interest, one additional counsel for each relevant jurisdiction for similarly situated parties) and one lead counsel (together with special and local counsel, limited to one in each jurisdiction) to the Lenders (and in the case of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual or perceived conflict of interest among the Lenders) in connection with any interest, one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable additional counsel for any settlement or extra-judicial resolution of claims without the Borrower’s written consenteach relevant jurisdiction for similarly situated parties), (c) to pay, indemnify, indemnify and hold each Lender Lender, each Lead Agent and the Administrative Agent 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 similar other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or the 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 Loan Documents and any such other documents, documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative each Lead Agent and their respective affiliates, successors and assigns and the officers, directors, employees, affiliatesagents, agents advisors, representatives, controlling persons, trustees and controlling persons members of each of the foregoing (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, actual losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable expenses or reasonable disbursements of any kind or nature whatsoever (other than with respect to taxesany claims or litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, which shall be governed exclusively by Section 2.19the Borrower or any of their respective Affiliates or equity holders) in connection with respect to the execution, delivery, enforcement, performance and or administration of this Agreement, the other Loan Documents and any such other documents, the transactions contemplated hereby or thereby (including the syndication of the Facilities), including any of the foregoing relating to the use of proceeds of the Loans or the issuance of any Letter of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any Group Member of its Subsidiaries or any of the Properties and the reasonable fees fees, disbursements and expenses other charges of legal one lead counsel (together with special and local counsel, limited to one in each jurisdiction) for all Indemnitees (and in the case of an actual or perceived conflict of interest, one additional counsel for each relevant jurisdiction for similarly situated parties) 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”), provided, provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (i) to the extent such Indemnified Liabilities are found by determined in a final and nonappealable decision non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee; provided furtherIndemnitee or any of its Related Parties or (ii) arising out of, or in connection with, any proceeding that that does not involve an act or omission by the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar of its Affiliates and that is brought by an Indemnitee against another Indemnitee (other than any proceeding brought against any Lead Agent or related actions Issuing Lender in its capacity as, or in the same jurisdictionfulfillment of its role as, nor shall the Borrower be liable for a Lead Agent or Issuing Lender, as applicable, or another similar role under any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentFacility). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, except to the extent any of the foregoing are determined in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties. All amounts due under this Section 10.5 11.05 shall be payable not later than 10 30 days after written demand is submitted to the Borrower therefor. Statements payable by the Borrower pursuant to this Section 10.5 11.05, shall be submitted delivered to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), the Borrower at the address of the Borrower set forth in Section 10.211.02, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee and (ii) no Indemnitee shall assert, and hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any transaction contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that the Borrower shall indemnify and reimburse any Indemnitee for any special, indirect, consequential or punitive damages that such Indemnitee may be liable for to the extent otherwise reimbursable pursuant to this Section 11.05. The agreements in this Section 10.5 11.05 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree, on a joint and several basis, (a) to pay or reimburse the Administrative Agent and each Arranger for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent and the Arrangers and, if reasonably necessary, one local counsel per necessary jurisdiction, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, but in any event no earlier than ten (10) Business Days after receipt by the Parent Borrower of a reasonably detailed invoice therefor, (b) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented out-of-pocket fees and disbursements of any counsel to the Lenders any Lender and of counsel to the Administrative Agent; providedAgent (but in such case limited to, that the Borrower shall not be liable for the reasonable and documented out-of-pocket fees and disbursements of more than one separate firm for primary counsel to the Administrative Agent, one primary counsel to the Lenders (unless there shall exist an actual as selected by the Required Lenders other than the Administrative Agent) and, to the extent reasonably necessary, one local counsel in each applicable jurisdiction, and, in the case of a conflict of interest among the Lenders) interest, one additional primary counsel and one additional local counsel in connection with any one action or any separate but substantially similar or related actions in the same jurisdictioneach applicable jurisdiction for such Persons affected by such conflict), nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, and (c) to pay, indemnify, and hold each Lender Lender, each Issuing Lender, each Arranger and the Administrative Agent harmless fromAgent, any and all recording and filing fees and any and all liabilities with respect totheir respective affiliates, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliatesagents, agents advisors 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 DocID \\DC - 036150/000014 - 15261895 v6 112 disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding (a “Proceeding”) regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, its equity holders, affiliates or creditors 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 any Group Member or any of the Properties and the reasonable and documented out-of-pocket fees and expenses of one primary legal counsel and, if reasonably necessary, one single local counsel in each relevant jurisdiction for all Indemnitees taken as a whole (and solely in the case of a conflict in interest, one additional primary counsel and one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (dc), collectively, the “Indemnified Liabilities”), provided, that the no Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) 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, or material breach of any Loan Document by, such Indemnitee; provided further, that that or (y) related to any dispute solely among the Borrower shall not be liable for Indemnitees other than any dispute involving an Indemnitee in its capacity or in fulfilling its role as the fees and disbursements Administrative Agent or Arranger or any similar role under this Agreement unless such dispute is related to any claims arising out of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) or in connection with any one action act or omission of any Borrower or any separate but substantially similar of its Affiliates and provided, further, that this Section 10.5(c) shall not apply with respect to Taxes other than any Taxes that represent losses or related actions in the same jurisdiction, nor damages arising from any non-Tax claim and shall the Borrower be liable for not duplicate any settlement amounts paid under Section 2.13 or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentSection 2.15. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees Borrowers agree not to assert and to cause its their respective Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its their respective Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. None of the parties hereto shall assert, and each hereby waives, any claim for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (except that nothing contained in this sentence shall limit the Borrowers’ indemnity obligations under this Section 10.5). All amounts due under this Section 10.5 shall be payable not later than 10 days Business Days after written demand receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower Borrowers pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Director – Legal Department (Telephone No. 000-000-0000) (Telecopy No. 973310-496282-50808808), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the Borrowers shall not be liable under this Agreement for any settlement made by any Indemnitee without the prior written consent of the Parent Borrower (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with the Parent Borrower’s written consent or if there is a final judgment for the plaintiff in any such Proceeding, the Borrowers agree to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions hereof. The Borrowers further agree that they will not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may DocID \\DC - 036150/000014 - 15261895 v6 113 be sought hereunder (whether or not any Indemnitee is an actual or potential party to such Proceeding) unless such settlement, compromise or consent includes (a) an unconditional release of each Indemnitee from all liability and obligations arising therefrom in form and substance satisfactory to such Indemnitee and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out‑of‑pocket and customary out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate; provided, that (i) with respect to legal counsel, the Parent Borrower shall only be required to reimburse the reasonable fees and disbursements of a single law firm for the Administrative Agent and any local counsel as shall be reasonably necessary (subject to any limitations agreed to in writing by the Administrative Agent) and (ii) any written request for reimbursement shall list in reasonable detail all expenses as to which reimbursement is being requested, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments related to the Loan Documents, including the reasonable fees and disbursements of counsel to the Lenders each Lender and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, trustees, employees, affiliates, agents agents, advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 any 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”), provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Parent Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted in writing to Xxxxx Xxxxxxx X. Xxxxxxx Xxxx (Telephone No. 000-000-0000) (Telecopy No. 973770-496495-50805150), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ai) to pay or reimburse the Administrative each Agent for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to such parties (provided that such fees and disbursements shall not include fees and disbursements for more than one primary counsel for the Administrative Agent, one regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees (as defined below) and, in each case, if reasonably necessary or advisable in the judgment of the affected Person in the case of an actual or perceived conflict of interest, an additional regulatory counsel in each applicable specialty and one additional local or foreign counsel in each such applicable jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or as such other periodic basis as the Administrative Agent parties shall deem appropriate, (bii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, charges and disbursements of not more than one primary counsel to the Lenders and of counsel to for the Administrative Agent; provided, that one regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees and, in each case, if reasonably necessary or advisable in the Borrower shall not be liable for judgment of the fees and disbursements affected Person in the case of more than one separate firm for the Lenders (unless there shall exist an actual or perceived conflict of interest among the Lenders) interest, an additional regulatory counsel in connection with any each applicable specialty and one action additional local or any separate but substantially similar or related actions foreign counsel in the same each such applicable jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (ciii) to pay, indemnify, and hold each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother taxes (other than amounts payable under Section 4.10(d)), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (div) to pay, indemnify, and hold each Lender and the Administrative Lender, Agent and their respective affiliates and each of the respective employees, officers, directors, employeesagents, affiliates, agents advisors and controlling persons of the foregoing (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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the any violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Group Member Restricted Subsidiary or any of the Properties or any Environmental Liability related in any way to the Borrower or any of the Restricted Subsidiaries and the reasonable fees and expenses of legal not more than one primary counsel for the Administrative Agent, one regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees and, in each case, if reasonably necessary or advisable in the judgment of the affected Person in the case of an actual or perceived conflict of interest, an additional regulatory counsel in each applicable specialty and one additional local or foreign counsel in each such applicable jurisdiction, in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (div), collectively, the “Indemnified Liabilities”), provided, ; provided that the Borrower shall have no obligation hereunder to Indemnitee will be indemnified for any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found (a) it has been determined by a final and nonappealable decision of a court of competent jurisdiction in a final, non-appealable judgment to have resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or (ii) a material breach of the obligations of such Indemnitee under the Loan Documents or (b) any proceeding between and among Indemnitees that does not involve an act or omission by the Borrower or its Subsidiaries (other than claims against the Administrative Agent or a Lead Arranger in its capacity or in fulfilling its role as the (156) agent or arranger or any other similar role under the Facilities (excluding its role as a Lender)); provided further, that that the Borrower that, this Section 11.5 shall not be liable for the fees and disbursements of more apply with respect to Taxes other than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with Taxes that represent losses, claims, damages, etc. arising from any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extranon-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentTax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 11.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080)the Borrower, at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 reimburse, in accordance with the Administrative Agent Waterfall, each of the Lenders and the Controlling Party for all of its reasonable out‑of‑pocket out- of- pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Transaction Documents and any other documents prepared in connection herewith or therewiththerewith (other than those agreements documenting the non-recourse term loan facility to be made available by Federal Reserve Bank of New York in connection with its Term Asset-Backed Securities Loan Facility), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to each of the Lenders and the Controlling Party and filing and recording fees and expenses; provided, with statements with respect to that the foregoing aggregate amount to be submitted to reimbursed by the Borrower prior pursuant to this clause (a) in respect of out- of- pocket costs and expenses incurred in connection with (1) the Restatement Effective Date formation of the Borrower, (2) the development, preparation and execution of the Transaction Documents and any document prepared in connection therewith in the case of amounts to be paid form executed on the Restatement Effective Closing Date, (3) the consummation of the transactions contemplated hereby on the Closing Date and from time to time thereafter (4) recording fees, filing fees and taxes of the type set forth in clause (c) paid in connection with the Transaction Documents executed on a quarterly basis or such other periodic basis as the Administrative Agent Closing Date shall deem appropriatenot exceed $750,000, (b) to pay or reimburse reimburse, in accordance with the Waterfall, each Lender of the Lenders and the Administrative Agent Controlling Party for all its their respective reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Transaction Documents and any such other documents, including the reasonable fees and disbursements of counsel to each of the Lenders and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentControlling Party, (c) to pay, indemnify, and hold each Lender of the Lenders and the Administrative Agent Controlling Party and their respective 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 similar taxesother taxes (other than those of the nature of an income tax), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or and modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Transaction Documents and any such other documents, documents and (d) to pay, indemnify, and hold each Lender of the Lenders and the Administrative Agent Controlling Party and their respective officers, directors, employees, affiliates, agents and controlling persons Related Parties (each, an “Indemnitee”) harmless and 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Transaction Documents and any such other documents, 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 any 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”), provided, ; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee; provided provided, further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for obligated to pay, indemnify or hold harmless any Indemnitees Indemnitee if (unless there shall exist an actual conflict of interest among i) such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall Indemnitee does not provide reasonably prompt notice to the Borrower be liable (with a copy to the Controlling Party) of any claim for any settlement or extra-judicial resolution of such Indemnitees’ claims without which indemnification is sought; provided that the Borrower’s written consent. Without limiting failure to provide notice shall only limit the foregoing, and indemnification provided hereby to the extent permitted by applicable lawof any incremental expense or actual prejudice as a result of such failure or (ii) makes any admissions of liability or incurs any significant expenses after receiving actual written notice of the claim, or agree to any settlement without the Borrower agrees written consent of the Borrower, which consent shall not to assert and to cause be unreasonably withheld. The Indemnitee may, in its Subsidiaries not to assertsole discretion, and hereby waives and agrees at its expense, control the defense of the claim including, without limitation, designating counsel for such Indemnitee (which counsel shall be reasonably satisfactory to cause its Subsidiaries to waivethe Borrower) controlling all negotiations, all rights for contribution or any other rights of recovery with respect to all claimslitigation, demands, penalties, fines, liabilitiesarbitration, settlements, damages, costs compromises and appeals of any claim; provided that (i) the Indemnitee may not agree to any settlement involving any Indemnitee without the prior written consent of the Borrower and (ii) the Borrower shall engage and pay the reasonable expenses of whatever kind or nature, under or related separate counsel for the Indemnitee to Environmental Laws, the extent that any the interests of them might have by statute or otherwise against any Indemniteethe Indemnitee are in conflict with those of the Borrower. The Borrower shall be responsible to pay the reasonable fees of such separate legal counsel if such a conflict exists. All amounts due under this Section 10.5 9.05 shall be payable not in accordance with the Waterfall. In order to be paid such amounts on any particular Payment Date in respect of any losses, claims, damages, liabilities or related expenses, in each case incurred no later than 10 days after written demand therefor. Statements payable 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 pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080)Borrower, at the address of Collateral Agent and the Borrower set forth in Section 10.2, or to Administrator no later than such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative AgentPayment Determination Date. The agreements in this Section 10.5 9.05 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Arrangers for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and documented fees, actual disbursements and out-of-pocket expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one counsel to the Administrative Agent and the Arrangers and, if necessary, one firm of local counsel in each appropriate jurisdiction and other counsel retained with the Parent Xxxxxxxx’s consent (such consent not to be unreasonably withheld or 128 delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Amendment and Restatement Effective Date (in the case of amounts to be paid on the Amendment and Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees reasonable and documented fees, actual disbursements and out-of-pocket expenses of one counsel to the Lenders and of counsel to the Administrative Agent; provided, if necessary, one firm of local counsel in each appropriate jurisdiction (and to the extent that the Borrower shall Administrative Agent or any Lender reasonably determines that separate counsel is necessary to avoid a conflict of interest, one additional outside counsel) and other counsel retained with the Parent Xxxxxxxx’s consent (not to be liable for unreasonably withheld or delayed) (provided that in the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an actual (or perceived, if set forth in a writing by the affected party to the Parent Borrower) conflict of interest among interest, where the Lenders) in connection with any one action or any separate but substantially similar or related actions in affected party informs the same jurisdictionParent Borrower of such conflict and thereafter retains its own counsel, nor shall the Borrower be liable of another firm of counsel for any settlement or extra-judicial resolution of claims without the Borrower’s written consentsuch affected party), (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline 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 the Parent Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse each Issuing Lender for all of its reasonable and invoiced losses, costs or expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to the Issuing Lender from any currency other than Dollars to its Dollar Equivalent; provided that such conversion shall have resulted from the Parent Borrower’s failure to comply with its obligations hereunder and (de) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent and Agent, their respective affiliates, and the respective partners, officers, directors, employees, affiliatesagents, agents trustees, advisors and controlling persons of each of the foregoing (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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any actual or prospective claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, the equity holders, affiliates or creditors of the Parent Borrower 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 underunder or related to, any Environmental Law or Materials of Environmental Concern applicable to the operations of any Group Member Member, the Business or any of the Properties and the reasonable fees and documented fees, actual disbursements and out-of-pocket expenses of one firm of counsel for all Indemnitees and one environmental consultant and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the case of a conflict of interest, where the Indemnitee informs the Parent Borrower of such conflict and thereafter retains its own counsel, the reasonable and invoiced costs and expenses of legal another firm of counsel for such affected Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”), provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or, (y) a material breach of the funding obligation of, such Indemnitee; provided , provided, further, that that the Borrower this Section 10.5 shall not be liable for apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the fees reimbursement of costs, expenses and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) Indemnitee incurred in connection with the development, preparation and execution of, and any one action amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any separate but substantially similar or related actions reimbursement in the same jurisdictionconnection with such costs, nor expenses and disbursements shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentgoverned by Section 10.5(a)). Without limiting the foregoing, and to the extent permitted by applicable law, the 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 for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. 129 No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct or bad faith of such Indemnitee, or (y) a material breach of the funding obligation of, such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, other than for direct, actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable decision of a court of competent jurisdiction. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 upon the occurrence of the Closing Date (a) to pay or reimburse the Joint Lead Arrangers and the Administrative Agent (without -155- duplication) for all its their 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or perceived conflicts), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company Borrower on or prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its of their reasonable out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of one primary counsel to the Lenders Lenders, the Administrative Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and of Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, the Amendment No. 3 Lead Arrangers and Bookrunners and, the Amendment No. 4 Lead Arrangers and Bookrunners and the Amendment No. 5 Lead Arrangers and Bookrunners, taken as a whole, and one local counsel to the Administrative Agent; providedforegoing Persons, that taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and in the Borrower shall not be liable for the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an actual or perceived conflict of interest among by any of the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdictionforegoing Persons, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentadditional counsel to such affected Person), (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, each Joint Lead Arranger, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, the Amendment No. 3 Lead Arrangers and Bookrunners, the Amendment No. 4 Lead Arrangers and Bookrunners, the Amendment No. 5 Lead Arrangers and Bookrunners and each of their respective officersAffiliates that are providing services in connection with the financing contemplated by this Agreement and each member (and successors and assigns), directorsofficer, employeesdirector, affiliatestrustee, agents employee, agent and controlling persons person of the foregoing (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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) or arising out of or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the Borrower, any 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 relating to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or perceived conflict of interest by an Indemnitee, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees 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”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.13 and 2.15 (which shall be the sole remedy in respect of the matters set forth therein)), provided, provided that the Borrower shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.-156-

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Arranger for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent and the Arrangers and, if reasonably necessary, one local counsel per necessary jurisdiction, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, but in any event no earlier than ten (10) Business Days after receipt by Borrower of a reasonably detailed invoice therefor, (b) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented out-of-pocket fees and disbursements of any counsel to the Lenders any Lender and of counsel to the Administrative Agent; providedAgent (but in such case limited to, that the Borrower shall not be liable for the reasonable and documented out-of-pocket fees and disbursements of more than one separate firm for primary counsel to the Administrative Agent, one primary counsel to the Lenders (unless there shall exist an actual as selected by the Required Lenders other than the Administrative Agent) and, to the extent reasonably necessary, one local counsel in each applicable jurisdiction, and, in the case of a conflict of interest among the Lenders) interest, one additional primary counsel and one additional local counsel in connection with any one action or any separate but substantially similar or related actions in the same jurisdictioneach applicable jurisdiction for such Persons affected by such conflict), nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, and (c) to pay, indemnify, and hold each Lender Lender, each Issuing Lender, each Arranger and the Administrative Agent harmless fromAgent, any and all recording and filing fees and any and all liabilities with respect totheir respective affiliates, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliatesagents, agents advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding (a “Proceeding”) regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors 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 any Group Member or any of the Properties and the reasonable and documented out-of-pocket fees and expenses of one primary legal counsel and, if reasonably necessary, one single local counsel in each relevant jurisdiction for all Indemnitees taken as a whole (and solely in the case of a conflict in interest, one additional primary counsel and one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) 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, or material breach of any Loan Document by, such Indemnitee; provided further, that that or (y) related to any dispute solely among the Borrower shall not be liable for Indemnitees other than any dispute involving an Indemnitee in its capacity or in fulfilling its role as the fees and disbursements Administrative Agent or Arranger or any similar role under this Agreement unless such dispute is related to any claims arising out of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) or in connection with any one action act or omission of the Borrower or any separate but substantially similar of its Affiliates and provided, further, that this Section 10.5(d) shall not apply with respect to Taxes other than any Taxes that represent losses or related actions in the same jurisdiction, nor damages arising from any non-Tax claim and shall the Borrower be liable for not duplicate any settlement amounts paid under Section 2.13 or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentSection 2.15. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. None of the parties hereto shall assert, and each hereby waives, any claim for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (except that nothing contained in this sentence shall limit the Borrower’s indemnity obligations under this Section 10.5). All amounts due under this Section 10.5 shall be payable not later than 10 days Business Days after written demand receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Director – Legal Department (Telephone No. 000-000-0000) (Telecopy No. 973310-496282-50808808), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the Borrower shall not be liable under this Agreement for any settlement made by any Indemnitee without its prior written consent (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with the Borrower’s written consent or if there is a final judgment for the plaintiff in any such Proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions hereof. The Borrower further agrees that it will not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is an actual or potential party to such Proceeding) unless such settlement, compromise or consent includes (a) an unconditional release of each Indemnitee from all liability and obligations arising therefrom in form and substance satisfactory to such Indemnitee and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Sxxxxxx Xxxxxxx & Xxxxxxxx Bxxxxxxx LLP and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Joint Lead Arranger, Lender and the Administrative Agent and 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 any 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that 106 the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this sentence shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx Dxxxx X. Xxxxxxx (Telephone No. 000900-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower (a) Gannett agrees (ai) to pay or reimburse the Administrative Agent for all its reasonable out‑of‑pocket out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Gannett prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (bii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Agreement and any such other documents, including the reasonable fees and disbursements of counsel to the Lenders each Lender and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (diii) to pay, indemnify, and hold each Lender and the Administrative Agent and 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Agreement and any such other documents, 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 any 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 Gannett under any Loan Document this Agreement (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower Gannett shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 9.5(a) shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse the Administrative Agent Agents and the Other Representatives for (1) all its their reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Commitments contemplated hereby and thereby) and (iii) efforts to monitor the Revolving Loans and verify, including protect, evaluate, 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 and documented fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP llp, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Administrative Agent shall deem appropriatecontinuance of an Event of Default) is approved by the Parent Borrower, (b) to pay or reimburse each Lender Lender, each Issuing Lender, the Lead Arrangers, the Syndication Agents, the Documentation Agents and the Administrative Agent Agents for all its their reasonable out-of-and documented out of pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Lenders and Agents (limited to one firm of counsel to for the Administrative Agent; providedAgents and, that if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for the Agents (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 liable unreasonably withheld), retains its own counsel, of another firm of counsel for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentsuch affected Indemnitee)), (c) to pay, indemnifyindemnify or reimburse each Lender, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this AgreementIssuing Lender, the other Loan Documents and any such other documentsLead Arrangers, and (d) to payeach Syndication Agent, indemnifyeach Documentation Agent, and hold each Lender and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, trustees, employees, affiliatesshareholders, members, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than with respect in the case of fees and disbursements of counsel, limited to taxesone 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 governed exclusively by Section 2.19unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Revolving Loans or Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable attributable to the operations of any Group Member the Parent Borrower or any of its Subsidiaries, any property or facility owned, leased or operated by the Properties and the reasonable fees and expenses Parent Borrower or any of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document its Subsidiaries (all the foregoing in this clause (dc), collectively, the “Indemnified Liabilities”) and (d) to pay reasonable and documented fees for appraisals and field examinations required by subsection 7.6(b) and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this subsection 11.5), provided, ; provided that the any Borrower shall not have no any obligation hereunder to the Administrative Agent, any Indemnitee other Agent or any Lender with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct of the Administrative Agent, any other Agent or any such Lender or any such Issuing Lender (or any of their respective directors, trustees, officers, employees, agents, successors and assigns), to the extent such Indemnified Liabilities are found determined by a court of competent jurisdiction by a final and nonappealable decision judgment to have resulted solely from such gross negligence, bad faith or willful misconduct, (ii) claims made or legal proceedings commenced against the Administrative Agent, any other Agent or any such Lender by any security holder thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such and not arising from any act or omission on the part of any Loan Party, (iii) any material breach of any Loan Document by the party to be indemnified to the extent such Indemnified Liabilities are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted solely from such material breach or (iv) disputes among the gross negligence Administrative Agent, the Lenders, an Issuing Lender and/or their transferees not arising from any act or willful misconduct omission on the part of such Indemnitee; provided furtherany Loan Party. To the fullest extent permitted under applicable law, that that the Borrower no Indemnitee shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement consequential, special, indirect or extra-judicial resolution of such Indemnitees’ claims without punitive damages in connection with the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any IndemniteeFacilities. All amounts due under this Section 10.5 subsection shall be payable not later than 10 30 days after written demand therefor. Statements reflecting amounts payable by the Borrower Loan Parties pursuant to this Section 10.5 subsection 11.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at the address of the Borrower Borrowers set forth in Section 10.2subsection 11.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. Notwithstanding the foregoing, the Borrowers shall have no obligation under this subsection 11.5 to any Indemnitee with respect to any Taxes imposed, levied, collected, withheld or assessed by any Governmental Authority other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The agreements in this Section 10.5 subsection shall survive repayment of the Revolving Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree, on a joint and several basis, (a) to pay or reimburse the Administrative Agent and each Arranger for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent and the Arrangers and, if reasonably necessary, one local counsel per necessary jurisdiction, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, but in any event no earlier than ten (10) Business Days after receipt by the Parent Borrower of a reasonably detailed invoice therefor, (b) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented out-of-pocket fees and disbursements of any counsel to the Lenders any Lender and of counsel to the Administrative Agent; providedAgent (but in such case limited to, that the Borrower shall not be liable for the reasonable and documented out-of-pocket fees and disbursements of more than one separate firm for primary counsel to the Administrative Agent, one primary counsel to the Lenders (unless there shall exist an actual as selected by the Required Lenders other than the Administrative Agent) and, to the extent reasonably necessary, one local counsel in each applicable jurisdiction, and, in the case of a conflict of interest among the Lenders) interest, one additional primary counsel and one additional local counsel in connection with any one action or any separate but substantially similar or related actions in the same jurisdictioneach applicable jurisdiction for such Persons affected by such conflict), nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, and (c) to pay, indemnify, and hold each Lender Lender, each Issuing Lender, each Arranger and the Administrative Agent harmless fromAgent, any and all recording and filing fees and any and all liabilities with respect totheir respective affiliates, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliatesagents, agents advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding (a “Proceeding”) regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, its equity holders, affiliates or creditors 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 any Group Member or any of the Properties and the reasonable and documented out-of-pocket fees and expenses of one primary legal counsel and, if reasonably necessary, one single local counsel in each relevant jurisdiction for all Indemnitees taken as a whole (and solely in the case of a conflict in interest, one additional primary counsel and one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (dc), collectively, the “Indemnified Liabilities”), provided, that the no Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) 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, or material breach of any Loan Document by, such Indemnitee; provided further, that that or (y) related to any dispute solely among the Borrower shall not be liable for Indemnitees other than any dispute involving an Indemnitee in its capacity or in fulfilling its role as the fees and disbursements Administrative Agent or Arranger or any similar role under this Agreement unless such dispute is related to any claims arising out of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) or in connection with any one action act or omission of any Borrower or any separate but substantially similar of its Affiliates and provided, further, that this Section 10.5(c) shall not apply with respect to Taxes other than any Taxes that represent losses or related actions in the same jurisdiction, nor damages arising from any non-Tax claim and shall the Borrower be liable for not duplicate any settlement amounts paid under Section 2.13 or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentSection 2.15. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees Borrowers agree not to assert and to cause its their respective Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its their respective Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. None of the parties hereto shall assert, and each hereby waives, any claim for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (except that nothing contained in this sentence shall limit the Borrowers’ indemnity obligations under this Section 10.5). All amounts due under this Section 10.5 shall be payable not later than 10 days Business Days after written demand receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower Borrowers pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Director – Legal Department (Telephone No. 000-000-0000) (Telecopy No. 973310-496282-50808808), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the Borrowers shall not be liable under this Agreement for any settlement made by any Indemnitee without the prior written consent of the Parent Borrower (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with the Parent Borrower’s written consent or if there is a final judgment for the plaintiff in any such Proceeding, the Borrowers agree to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions hereof. The Borrowers further agree that they will not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is an actual or potential party to such Proceeding) unless such settlement, compromise or consent includes (a) an unconditional release of each Indemnitee from all liability and obligations arising therefrom in form and substance satisfactory to such Indemnitee and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Arrangers for all its reasonable out‑of‑pocket and invoiced costs 115 and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one counsel to the Administrative Agent and the Arrangers, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction and other counsel retained with the Parent Borrower’s consent (such consent not to be unreasonably withheld or delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Second Restatement Effective Date (in the case of amounts to be paid on the Second Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent for all its reasonable out-of-pocket and invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of one counsel to the Lenders and of counsel to the Administrative Agent; provided, one firm of local counsel in each appropriate jurisdiction and other counsel retained with the Parent Borrower’s consent (not to be unreasonably withheld or delayed) (provided that in the Borrower shall not be liable for the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an actual (or perceived, if set forth in a writing by the affected party to the Parent Borrower) conflict of interest among interest, where the Lenders) in connection with any one action or any separate but substantially similar or related actions in affected party informs the same jurisdictionParent Borrower of such conflict and thereafter retains its own counsel, nor shall the Borrower be liable of another firm of counsel for any settlement or extra-judicial resolution of claims without the Borrower’s written consentsuch affected party), (c) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent 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 the Parent Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse each Foreign Currency Lender or the Issuing Lender for all of its reasonable and invoiced losses, costs or expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to such Foreign Currency Lender or the Issuing Lender, as applicable, from any currency other than Dollars to its Dollar Equivalent; provided that such conversion shall have resulted from the Parent Borrower’s failure to comply with its obligations hereunder and (de) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, employees, affiliatesagents, agents advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, the equity holders, affiliates or creditors of the Parent Borrower 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 any Group Member or any of the Properties and the reasonable fees and expenses of legal one firm of counsel for all Indemnitees and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the case of an actual (or perceived, if set forth in a writing by the affected Indemnitee to the Parent Borrower) conflict of interest, where the Indemnitee informs the Parent Borrower of such conflict and thereafter retains its own counsel, the reasonable and invoiced costs and expenses of another firm of counsel for such affected Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”), provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified 116 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, or material breach of any Loan Document by, such Indemnitee; provided , provided, further, that that the Borrower this Section 10.5(e) shall not be liable for apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the fees reimbursement of costs, expenses and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) Indemnitee incurred in connection with the development, preparation and execution of, and any one action amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any separate but substantially similar or related actions reimbursement in the same jurisdictionconnection with such costs, nor expenses and disbursements shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentgoverned by Section 10.5(a)). Without limiting the foregoing, and to the extent permitted by applicable law, the 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 for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach of any Loan Document by such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Xxxxxxxx (Telephone No. (000-) 000-0000) (Telecopy No. 973(000) 000-496-50800000), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 upon the occurrence of10.5 the Closing Date (a) to pay or reimburse the Joint Lead Arrangers and the Administrative Agent (without duplication) for all its their 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or perceived conflicts), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company Borrower on or prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its of their reasonable out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of one primary counsel to the Lenders Lenders, the Administrative Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and of Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, the Amendment No. 3 Lead Arrangers and Bookrunners, the Amendment No. 4 Lead Arrangers and Bookrunners, the Amendment No. 5 Lead Arrangers and Bookrunners, the Amendment No. 6 Lead Arrangers and Bookrunners, Amendment No. 6 Agents, the Amendment No. 8 Lead Arranger and Bookrunner, taken as a whole, and one local counsel to the Administrative Agent; providedforegoing Persons, that taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and in the Borrower shall not be liable for the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an actual or perceived conflict of interest among by any of the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdictionforegoing Persons, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentadditional counsel to such affected Person), (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, each Joint Lead Arranger, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, the Amendment No. 3 Lead Arrangers and Bookrunners, the Amendment No. 4 Lead Arrangers and Bookrunners, the Amendment No. 5 Lead Arrangers and Bookrunners, the Amendment No. 6 Lead Arrangers and Bookrunners, the Amendment No. 6 Agents, the Amendment No. 8 Lead Arranger and Bookrunner and each of their respective officersAffiliates that are providing services in connection with the financing contemplated by this Agreement and each member (and successors and assigns), directorsofficer, employeesdirector, affiliatestrustee, agents employee, agent and controlling persons person of the foregoing (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 (other than with respect to taxesor arising out of or in connection with the execution (including, which shall be governed exclusively by Section 2.19) with respect to without limitation, the executionIndemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the Borrower, any 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 any 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.-162-

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Simpson Xxxxxxx & Xxxxxxxx LLP and Xxxxxett XXX xxx filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 any 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. David B. Xxxxxxx (Telephone Xxxxxxone No. 000973-000496-0000) (Telecopy Xxxxxopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out‑of‑pocket and customary out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate; provided that (i) with respect to legal counsel, the Parent Borrower shall only be required to reimburse the reasonable fees and disbursements of a single law firm for the Administrative Agent and any local counsel as shall be reasonably necessary (subject to any limitations agreed to in writing by the Administrative Agent) and (ii) any written request for reimbursement shall list in reasonable detail all expenses as to which reimbursement is being requested, (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments related to the Loan Documents, including the reasonable fees and disbursements of counsel to the Lenders each Lender and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees fees, (d) to the extent permitted by applicable law, (i) not to assert, and the Parent Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Issuing Lender and any Lender, and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration Related Party of any of the transactions contemplated byforegoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) not to assert, and each other party hereto agrees not to assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or any amendment, supplement or modification of, or any waiver or consent under or in respect as a result of, this Agreement, the any other Loan Documents and Document, or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall relieve the Parent Borrower or any other Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in clause (e) below, against any special, indirect, consequential or punitive damages asserted against such other documents, Indemnitee by a third party and (de) to pay, indemnify, and hold each Lender, Issuing Lender and Agent, and each Related Party of any of the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons foregoing Persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, Liabilities and related expenses or disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any Proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by a Borrower, its equity holders, affiliates or creditors 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 any 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 (de), collectively, the “Indemnified Liabilities”), provided, provided that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (ii) a material breach of such Indemnitee; provided ’s obligations under the Loan Documents, and provided, further, that that the Borrower this Section 10.5(d) shall not be liable for the fees and disbursements of more apply with respect to Taxes other than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with Taxes that represent losses or damages arising from any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extranon-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentTax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Parent Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs Liabilities and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted in writing to Xxxxx Xxxx X. Xxxxxxx Xxxxxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080Email: xxxxxxxxxxx@xxxxxxxxx.xxx), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 U.S. Borrower agrees (a) to pay or reimburse the Administrative Agent for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to the Administrative Agent (which counsel shall be limited to one firm of counsel to the Administrative Agent and one additional firm of local counsel to the Administrative Agent in each applicable jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the U.S. Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable out-of-pocket documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented fees and disbursements of counsel to the Lenders each Lender and of counsel to the Administrative Agent; provided, that Agent (which counsel shall be limited to one firm of counsel to the Borrower shall not be liable for the fees Administrative Agent and disbursements of more than one separate firm for the Lenders (unless there shall exist taken together as a single group or client), one additional firm of local counsel to the Administrative Agent and the Lenders (taken together as a single group or client) in each applicable jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions), additional counsel retained with the consent of the U.S. Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and, in the case of an actual or perceived conflict of interest among where the Lendersapplicable Person affected by such conflict informs the U.S. Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such Person and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentsuch Person), (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Arrangers, any Syndication Agent, any Co-Documentation Agent and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, employees, affiliatesagents, agents advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable and documented costs, expenses or disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the syndication of the Facilities and the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by a Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including any refusal by the violation of, noncompliance Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or liability under, any actual or alleged presence or Release of Hazardous Materials on or from any Real Estate or any Environmental Law applicable Liability related in any way to the operations of any Group Member or any of the Properties properties and the reasonable and documented fees and expenses of legal counsel (it being agreed that legal counsel shall be limited to one firm of counsel for all Indemnitees, taken as a whole, and if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions) for all Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the applicable Indemnitee informs the U.S. Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such Indemnitee and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions) for such Indemnitee)), including 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”), provided, that the U.S. Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent (i) 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 Indemnitee; provided furtherIndemnitee or any of its Control Affiliates or a material breach in bad faith by such Indemnitee or any of its Control Affiliates of its or their respective obligations under the Loan Documents (it being understood that, that that in each case, pending the outcome of any such decision, the U.S. Borrower shall not be liable for remains obligated to pay the fees and disbursements Indemnified Liabilities on a current basis) or (ii) such Indemnified Liabilities arise out of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) or in connection with any one action claim, litigation, investigation or proceeding that does not involve an act or omission of a Borrower or any separate but substantially of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any such claim, litigation, investigation or proceeding brought against any Indemnitee in its capacity as or in fulfillment of its role as the Administrative Agent, the Arranger or any similar role in respect of a Facility), and provided, further, that this Section 10.5 shall not apply with respect to Taxes other than any Taxes that represent losses or related actions in the same jurisdiction, nor shall the Borrower be liable for damages arising from any settlement or extranon-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentTax claim. Without limiting the foregoing, and to the extent permitted by applicable law, each of Holdings, the U.S. Borrower and the Canadian Borrower agrees not to assert assert, and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the extent permitted by applicable law, no party hereto and no Group Member shall assert, and each such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this sentence shall relieve the U.S. Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the U.S. Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Jxx Xxxxxxxx (Telephone No. (000-) 000-0000) (Telecopy No. 973(000) 000-496-50800000), at the address of the U.S. Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the U.S. Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 the Administrative Agent Agents and the Arranger for all its their reasonable out‑of‑pocket and invoiced out-of-pocket costs and expenses incurred in connection with the developmentsyndication, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and invoiced fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to the Agents and Arranger, filing and recording fees and expenses and reasonable fees and expenses associated with any of the actions taken under this Agreement in relation to the administration of the Borrowing Base Account or the Operating Accounts, administration of the Borrowing Base, and any appraisals, including (i) all reasonable fees and charges with respect to any appraisal, re-appraisal, and survey costs (other than those required pursuant to Section 6.12(ii)), (ii) title insurance charges and premiums, (iii) the cost of title searches and examinations, including abstracts, abstractors’ certificates and uniform commercial code searches reasonably requested by the Administrative Agent or the Collateral Agent, (iv) judgment and tax Lien searches for each Loan Party reasonably requested by the Administrative Agent or the Collateral Agent, (v) reasonable fees and costs of environmental investigations, site assessments and remediations reasonably requested by the Administrative Agent or the Collateral Agent, (vi) recordation taxes, documentary taxes, transfer taxes and mortgage taxes, (vii) filing and recording fees and (viii) reasonable subcontractor costs and expenses, ; with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender the Agents and the Administrative Agent Lenders for all its their respective reasonable and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees Agents and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother taxes (but excluding any taxes or increased costs otherwise not subject to the gross-up provided for by Section 2.16(a)), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Lenders, the Agents and the Administrative Agent Arranger and their respective officers, directors, employees, affiliates, agents agents, advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 any Group Member Loan Party or any of the Properties 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 therewith (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 thirty (30) days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 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 (ai) to pay or reimburse the Administrative Agent and the Arranger for all its of their respective reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Commitments and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees fees, disbursements and disbursements other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent and the Arranger and, if necessary, one local counsel in each applicable jurisdiction and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (bii) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, disbursements and disbursements of counsel to the Lenders and other charges of counsel to the Administrative Agent; providedAgent and the Lenders and including all costs and expenses incurred during any workout, restructuring or negotiations (it being understood that expenses reimbursed by the Borrower under this Section 10.5 shall not be liable for include costs and expenses incurred in connection with (A) appraisals, environmental reviews and insurance reviews, (B) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination and (C) forwarding loan proceeds, collecting checks and other items of payment and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral); provided that fees, disbursements and other charges of more than counsel set forth in this clause (ii) shall be limited to fees, disbursements and other charges of (A) one separate firm counsel to the Administrative Agent and for the Lenders (unless there shall exist an actual conflict of interest among the Lenderstaken together as a single group or client), (B) if necessary, one local counsel required in connection any relevant local jurisdiction (which may include a single counsel acting in multiple jurisdictions) and applicable special regulatory counsel, (C) additional counsel retained with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentconsent (such consent not to be unreasonably withheld or delayed) and (D) if representation of the Administrative Agent and/or all Lenders in such matter by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual or potential conflict of interest, where the Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Xxxxxx and, if necessary, one firm of local counsel in any relevant local jurisdiction (cwhich may include a single special counsel acting in multiple jurisdictions) for such affected Lender and one firm of special regulatory counsel for such affected Lender and (iii) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother Taxes (other than to the extent such Taxes are Excluded Taxes), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 any 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 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 Administrative Agent and the Arrangers for all its reasonable out‑of‑pocket and invoiced costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one counsel to the Administrative Agent and the Arrangers, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction and other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent for all its reasonable out-of-pocket and invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of one counsel to the Lenders and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees one firm of local counsel in each appropriate jurisdiction and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection other counsel retained with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentconsent (not to be unreasonably withheld or delayed) (provided that in the case of an actual (or perceived, if set forth in a writing by the affected party to the Borrower) conflict of interest, where the affected party informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party), (c) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent 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 the Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse each Foreign Currency Lender or the Issuing Lender for all of its reasonable and invoiced losses, costs or expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to such Foreign Currency Lender or the Issuing Lender, as applicable, from any currency other than Dollars to its Dollar Equivalent; provided that such conversion shall have resulted from the Borrower’s failure to comply with its obligations hereunder and (de) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, employees, affiliatesagents, agents advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors 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 any Group Member or any of the Properties and the reasonable fees and expenses of legal one firm of counsel for all Indemnitees and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the case of an actual (or perceived, if set forth in a writing by the affected Indemnitee to the Borrower) conflict of interest, where the Indemnitee informs the Borrower of such conflict and thereafter retains its own counsel, the reasonable and invoiced costs and expenses of another firm of counsel for such affected Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or material breach of any Loan Document by, such Indemnitee; provided , provided, further, that that the Borrower this Section 10.5(e) shall not be liable for apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the fees reimbursement of costs, expenses and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) Indemnitee incurred in connection with the development, preparation and execution of, and any one action amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any separate but substantially similar or related actions reimbursement in the same jurisdictionconnection with such costs, nor expenses and disbursements shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentgoverned by Section 10.5(a)). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach of any Loan Document by such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973616-496866-50800257), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 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 the Administrative Agent Agents and the Arranger for all its their reasonable out‑of‑pocket and invoiced out-of-pocket costs and expenses incurred in connection with the developmentsyndication, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and invoiced fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to the Agents and Arranger, filing and recording fees and expenses and reasonable fees and expenses associated with any of the actions taken under this Agreement in relation to the administration of the Borrowing Base Account, the Interest Reserve Account or the Operating Accounts, administration of the Borrowing Base, and any appraisals, including (i) all reasonable fees and charges with respect to any appraisal, re-appraisal, and survey costs (other than those required pursuant to Section 6.12(ii)), (ii) title insurance charges and premiums, (iii) the cost of title searches and examinations, including abstracts, abstractors’ certificates and uniform commercial code searches reasonably requested by the Administrative Agent or the Collateral Agent, (iv) judgment and tax Lien searches for each Loan Party reasonably requested by the Administrative Agent or the Collateral Agent, (v) reasonable fees and costs of environmental investigations, site assessments and remediations reasonably requested by the Administrative Agent or the Collateral Agent, (vi) recordation taxes, documentary taxes, transfer taxes and mortgage taxes, (vii) filing and recording fees and (viii) reasonable subcontractor costs and expenses, ; with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender the Agents and the Administrative Agent Lenders for all its their respective reasonable and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees Agents and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother taxes (but excluding any taxes or increased costs otherwise not subject to the gross-up provided for by Section 2.16(a)), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Lenders, the Agents and the Administrative Agent Arranger and their respective officers, directors, employees, affiliates, agents agents, advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 any Group Member Loan Party or any of the Properties 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 therewith (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 thirty (30) days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 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) The Company and the Co-Borrower jointly and severally agree (i) to pay or reimburse the Administrative Agent Agent, the Lenders and the Letter of Credit Issuers for all its their reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred after the Restatement Effective Date in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, therewith including the reasonable fees and documented out-of-pocket fees, disbursements and other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, Agent’s counsel and (bii) to pay or reimburse each Lender and Lender, the Administrative Agent and the Letter of Credit Issuers for all its of 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 Loan Credit Documents and any such other documents, including the fees reasonable and documented out-of-pocket fees, disbursements and other charges of counsel to the Lenders and of counsel to the Administrative Agent; providedLenders, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officersthe Letter of Credit Issuers; provided that, directorsin each case, employees, affiliates, agents the fees disbursements 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 charges of any kind or nature whatsoever (other than with respect to taxes, which counsel shall be governed exclusively by Section 2.19limited to one counsel and, if reasonably necessary, one local counsel in each appropriate material jurisdiction (which may be a single local counsel acting in multiple jurisdictions) with respect to for the execution, delivery, enforcement, performance and administration of this AgreementAdministrative Agent, the other Loan Documents and any such other documents, 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 any Group Member or any of the Properties Lenders and the reasonable fees Letter of Credit Issuers, taken as a whole, and expenses in the case of legal an actual or perceived conflict of interest, as reasonably determined by the affected Administrative Agent, Lender or Letter of Credit Issuer, as applicable (based upon the advice of 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 (dof such Person), collectivelywhere such affected Person informs the Borrowers of such conflict in writing, the “Indemnified Liabilities”)one additional counsel (and, provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent reasonably necessary, one local counsel in each relevant material jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as which may be hereafter designated by the Borrower a single local counsel acting in multiple jurisdictions)) for each group of similarly affected Persons taken as a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunderwhole.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Arrangers for all its reasonable out‑of‑pocket and invoiced costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one counsel to the Administrative Agent and the Arrangers, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction and other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent for all its reasonable out-of-pocket and invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of one counsel to the Lenders and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees one firm of local counsel in each appropriate jurisdiction and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection other counsel retained with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentconsent (not to be unreasonably withheld or delayed) 128 (provided that in the case of an actual (or perceived, if set forth in a writing by the affected party to the Borrower) conflict of interest, where the affected party informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party), (c) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent 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 the Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse each Foreign Currency Lender or the Issuing Lender for all of its reasonable and invoiced losses, costs or expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to such Foreign Currency Lender or the Issuing Lender, as applicable, from any currency other than Dollars to its Dollar Equivalent; provided that such conversion shall have resulted from the Borrower’s failure to comply with its obligations hereunder and (de) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, employees, affiliatesagents, agents advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors 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 any Group Member or any of the Properties and the reasonable fees and expenses of legal one firm of counsel for all Indemnitees and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the case of an actual (or perceived, if set forth in a writing by the affected Indemnitee to the Borrower) conflict of interest, where the Indemnitee informs the Borrower of such conflict and thereafter retains its own counsel, the reasonable and invoiced costs and expenses of another firm of counsel for such affected Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or material breach of any Loan Document by, such Indemnitee; provided , provided, further, that that the Borrower this Section 10.5(e) shall not be liable for apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the fees reimbursement of costs, expenses and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) Indemnitee incurred in connection with the development, preparation and execution of, and any one action amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any separate but substantially similar or related actions reimbursement in the same jurisdictionconnection with such costs, nor expenses and disbursements shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentgoverned by Section 10.5(a)). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach of any Loan Document by such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973616-496866-50800257), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 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 U.S. Bxxxxxxx agrees (a) to pay or reimburse the Administrative Agent for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to the Administrative Agent (which counsel shall be limited to one firm of counsel to the Administrative Agent and one additional firm of local counsel to the Administrative Agent in each applicable jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the U.S. Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable out-of-pocket documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented fees and disbursements of counsel to the Lenders each Lender and of counsel to the Administrative Agent; provided, that Agent (which counsel shall be limited to one firm of counsel to the Borrower shall not be liable for the fees Administrative Agent and disbursements of more than one separate firm for the Lenders (unless there shall exist taken together as a single group or client), one additional firm of local counsel to the Administrative Agent and the Lenders (taken together as a single group or client) in each applicable jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions), additional counsel retained with the consent of the U.S. Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and, in the case of an actual or perceived conflict of interest among where the Lendersapplicable Person affected by such conflict informs the U.S. Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such Person and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentsuch Person), (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Arrangers, any Syndication Agent, any Co-Documentation Agent and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, employees, affiliatesagents, agents advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable and documented costs, expenses or disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the syndication of the Facilities and the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by a Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including any refusal by the violation of, noncompliance Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or liability under, any actual or alleged presence or Release of Hazardous Materials on or from any Real Estate or any Environmental Law applicable Liability related in any way to the operations of any Group Member or any of the Properties properties and the reasonable and documented fees and expenses of legal counsel (it being agreed that legal counsel shall be limited to one firm of counsel for all Indemnitees, taken as a whole, and if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions) for all Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the applicable Indemnitee informs the U.S. Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such Indemnitee and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions) for such Indemnitee)), including 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”), provided, that the U.S. Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent (i) 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 Indemnitee; provided furtherIndemnitee or any of its Control Affiliates or a material breach in bad faith by such Indemnitee or any of its Control Affiliates of its or their respective obligations under the Loan Documents (it being understood that, that that in each case, pending the outcome of any such decision, the U.S. Borrower shall not be liable for remains obligated to pay the fees and disbursements Indemnified Liabilities on a current basis) or (ii) such Indemnified Liabilities arise out of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) or in connection with any one action claim, litigation, investigation or proceeding that does not involve an act or omission of a Borrower or any separate but substantially of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any such claim, litigation, investigation or proceeding brought against any Indemnitee in its capacity as or in fulfillment of its role as the Administrative Agent, the Arranger or any similar role in respect of a Facility), and provided, further, that this Section 10.5 shall not apply with respect to Taxes other than any Taxes that represent losses or related actions in the same jurisdiction, nor shall the Borrower be liable for damages arising from any settlement or extranon-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentTax claim. Without limiting the foregoing, and to the extent permitted by applicable law, each of Holdings, the U.S. Borrower and the Canadian Borrower agrees not to assert assert, and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the extent permitted by applicable law, no party hereto and no Group Member shall assert, and each such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this sentence shall relieve the U.S. Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the U.S. Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Jxx Xxxxxxxx (Telephone No. (000-) 000-0000) (Telecopy No. 973(000) 000-496-50800000), at the address of the U.S. Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the U.S. Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.. 141

Payment of Expenses and Taxes. The Borrower agrees upon the occurrence of the Closing Date (a) to pay or reimburse the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lender and the Administrative Agent (without duplication) for all its their 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent, the Issuing Lenders, the Swingline Lender, the Joint Lead Arrangers, the Joint Bookrunners, the Syndication Agent and the Co-Documentation Agents, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or perceived conflicts), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower on or prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender Lender, each Issuing Lender, the Swingline Lender, and the Administrative Agent for all its of their reasonable out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of one primary counsel to the Lenders Lenders, the Issuing Lenders, the Swingline Lender, the Administrative Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Syndication Agent and of the Co-Documentation Agents, taken as a whole, and one local counsel to the Administrative Agent; providedforegoing Persons, that taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and in the Borrower shall not be liable for the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an actual or perceived conflict of interest among by any of the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdictionforegoing Persons, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentadditional counsel to such affected Person), (c) to pay, indemnify, and hold each Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) which do not constitute Non-Excluded Taxes or Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, each Issuing Lender, the Swingline Lender, the Administrative Agent and Agent, each Joint Lead Arranger, the Joint Bookrunners, the Syndication Agent, each Co-Documentation Agent, each of their respective officersAffiliates that are providing services in connection with the financing contemplated by this Agreement and each member (and successors and assigns), directorsofficer, employeesdirector, affiliatestrustee, agents employee, agent and controlling persons person of the foregoing (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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) or arising out of or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the Borrower, any 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 relating to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or perceived conflict of interest by an Indemnitee, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees 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”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.18, 2.19 and 2.20 (which shall be the sole remedy in respect of the matters set forth therein)), provided, provided that the Borrower shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (i) (A) 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 Indemnitee; provided further, (B) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, (C) any dispute that that the Borrower shall does not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist involve an actual conflict of interest among such Indemnitees) in connection with any one action act or omission by Holdings or any separate but substantially of its Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, Joint Lead Arranger, Joint Bookrunner, Swingline Lender or Issuing Lender or similar role hereunder) or related actions (D) directly and exclusively caused, with respect to the violation of, noncompliance with or liability under, any Environmental Law relating to any of the Properties, by the act or omissions by Persons other than Borrower or any Subsidiary of Borrower or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in the same jurisdiction, nor shall the Borrower be liable for any settlement lieu of foreclosure or extra-judicial resolution of (ii) settlements entered into by such Indemnitees’ claims person without the Borrower’s written consent. Without limiting the foregoingconsent (such consent to not be unreasonably withheld, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution conditioned or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteedelayed). All amounts due under this Section 10.5 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 11.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), the Borrower at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ai) to pay or reimburse the Administrative each Agent for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to such parties (provided that such fees and disbursements shall not include fees and disbursements for more than one primary counsel for the Administrative Agent, one regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees (as defined below) and, in each case, if reasonably necessary or advisable in the judgment of the affected Person in the case of an actual or perceived conflict of interest, an additional regulatory counsel in each applicable specialty and one additional local or foreign counsel in each such applicable jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or as such other periodic basis as the Administrative Agent parties shall deem appropriate, (bii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, charges and disbursements of not more than one primary counsel to the Lenders and of counsel to for the Administrative Agent; provided, that one regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees and, in each case, if reasonably necessary or advisable in the Borrower shall not be liable for judgment of the fees and disbursements affected Person in the case of more than one separate firm for the Lenders (unless there shall exist an actual or perceived conflict of interest among the Lenders) interest, an additional regulatory counsel in connection with any each applicable specialty and one action additional local or any separate but substantially similar or related actions foreign counsel in the same each such applicable jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (ciii) to pay, indemnify, and hold each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother taxes (other than amounts payable under Section 4.10(d)), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (div) to pay, indemnify, and hold each Lender and the Administrative Lender, Agent and their respective affiliates and each of the respective employees, officers, directors, employeesagents, affiliates, agents advisors and controlling persons of the foregoing (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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the any violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Group Member Restricted Subsidiary or any of the Properties or any Environmental Liability related in any way to the Borrower or any of the Restricted Subsidiaries and the reasonable fees and expenses of legal not more than one primary counsel for the Administrative Agent, one regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees and, in each case, if reasonably necessary or advisable in the judgment of the affected Person in the case of an actual or perceived conflict of interest, an additional regulatory counsel in each applicable specialty and one additional local or foreign counsel in each such applicable jurisdiction, in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (div), collectively, the “Indemnified Liabilities”), provided, ; provided that the Borrower shall have no obligation hereunder to Indemnitee will be indemnified for any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found (a) it has been determined by a final and nonappealable decision of a court of competent jurisdiction in a final, non-appealable judgment to have 146 resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or (ii) a material breach of the obligations of such Indemnitee under the Loan Documents or (b) any proceeding between and among Indemnitees that does not involve an act or omission by the Borrower or its Subsidiaries (other than claims against the Administrative Agent or a Lead Arranger in its capacity or in fulfilling its role as the agent or arranger or any other similar role under the Facilities (excluding its role as a Lender)); provided further, that that the Borrower that, this Section 11.5 shall not be liable for the fees and disbursements of more apply with respect to Taxes other than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with Taxes that represent losses, claims, damages, etc. arising from any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extranon-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentTax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 11.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080)the Borrower, at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ai) to pay or reimburse the Administrative each Agent for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to such parties (provided that such fees and disbursements shall not include fees and disbursements for more than one counsel plus one local counsel in each relevant jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or as such other periodic basis as the Administrative Agent parties shall deem appropriate, (bii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, charges and disbursements of counsel to the Lenders each Lender and of counsel to the Administrative such Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (ciii) to pay, indemnify, and hold each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother taxes (other than amounts payable under Section 4.10(c)), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (div) to pay, indemnify, and hold each Lender and the Administrative Agent and 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, 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 any 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 (div), collectively, the “Indemnified Liabilities”), ; provided, that the Borrower shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 11.5 shall be submitted to Xxxxx X. Jxxx Xxxxxxx (Telephone No. (000-) 000-0000) (Telecopy No. 973(000) 000-496-50800000), at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 the Administrative Agent and the Arranger for all its of their respective reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Commitments and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees fees, disbursements and disbursements other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent and the Arranger and, if necessary, one local counsel in each applicable jurisdiction and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, disbursements and disbursements of counsel to the Lenders and other charges of counsel to the Administrative Agent; providedAgent and the Lenders and including all costs and expenses incurred during any workout, restructuring or negotiations (it being understood that expenses reimbursed by the Borrower under this Section 10.5 shall not be liable for include costs and expenses incurred in connection with (1) appraisals, environmental reviews and insurance reviews, (2) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination and (3) forwarding loan proceeds, collecting checks and other items of payment and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral); provided that fees, disbursements and other charges of more than counsel set forth in this clause (b) shall be limited to fees, disbursements and other charges of (i) one separate firm counsel to the Administrative Agent and for the Lenders (unless there shall exist an actual conflict of interest among the Lenderstaken together as a single group or client), (ii) if necessary, one local counsel required in connection any relevant local jurisdiction (which may include a single counsel acting in multiple jurisdictions) and applicable special regulatory counsel, (iii) additional counsel retained with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentconsent (such consent not to be unreasonably withheld or delayed) and (iv) if representation of the Administrative Agent and/or all Lenders in such matter by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual or potential conflict of interest, where the Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Lender and, if necessary, one firm of local counsel in any relevant local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Lender and one firm of special regulatory counsel for such affected Lender, (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Arranger and the Administrative Agent each Agent, their respective affiliates, and their respective officers, directors, employees, affiliatesagents, agents advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees fees, disbursements and expenses other charges of legal counsel (limited to reasonable fees, disbursements and other charges of one primary counsel for all Indemnitees, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees, taken as a whole, and one firm of special regulatory counsel for all Indemnitees, taken as a whole (and, in the case of an actual or potential conflict of interest, where an Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Indemnitee and one firm of special regulatory counsel for such affected Indemnitee)) 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee; provided Indemnitee (or any of its Affiliates, officers, directors, employees, agents, advisors or controlling persons) or (y) a material breach in bad faith by such Indemnitee of its obligations under the Loan Documents pursuant to a claim initiated by the Borrower, and provided, further, that that the Borrower this Section 10.5(d) shall not be liable for the fees and disbursements of more apply with respect to Taxes other than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with Taxes that represent losses or damages arising from any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extranon-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentTax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee (or any of its Affiliates, officers, directors, employees, agents, advisors or controlling persons) or (y) a material breach in bad faith by such Indemnitee of its obligations under the Loan Documents pursuant to a claim initiated by the Borrower. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Xxxx Xxxxxx (Telephone Facsimile No. (000-) 000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 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 the Administrative Agent and the Lead Arrangers for all its of their respective reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Amendment No. 1 Effective Date (in the case of amounts to be paid on the Restatement Amendment No. 1 Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders Administrative Agent and of counsel to the Administrative AgentLenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders) ), in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall which case the Borrower shall be liable for the fees and disbursements of another separate local counsel for the affected Person) and one local counsel in any settlement material jurisdiction (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or extra-judicial resolution among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of claims without another separate local counsel for the Borrower’s written consentaffected Person), (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender 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 Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and each of their respective affiliates and the respective officers, directors, employees, affiliatesagents, agents advisors, partners, representatives and controlling persons of each of the foregoing (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, expenses or disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 or any Group Member Subsidiary or any of the Properties Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate local counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate local counsel for the affected Indemnitees) 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”), ; provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) 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 IndemniteeIndemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)); provided furtherfurther that, that that the Borrower this Section 10.5(d) shall not be liable for apply to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. None of the fees and disbursements of more than one separate firm for Borrower, any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action Lender or any separate but substantially similar or related actions in the same jurisdiction, nor Agent shall the Borrower be liable for any settlement special, indirect, consequential or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentpunitive damages (other than as required pursuant to Section 10.5(c) or (d)). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Chief Financial Officer (Telephone No. (000-) 000-0000) (Telecopy No. 973(000) 000-496-50800000), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 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 Parent Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Arrangers for all its reasonable out‑of‑pocket and invoiced costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one counsel to the Administrative Agent and the Arrangers and one firm of local counsel in each appropriate jurisdiction and other counsel retained with the Parent Borrower’s consent (such consent not to be unreasonably withheld or delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable out-of-pocket and invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees reasonable and documented fees, actual disbursements and out-of-pocket expenses of one counsel to the Lenders and of counsel to the Administrative Agent; provided, one firm of local counsel in each appropriate jurisdiction (and to the extent that the Borrower shall Administrative Agent or any Lender reasonably determines that separate counsel is necessary to avoid a conflict of interest, one additional outside counsel and one additional appropriate local counsel in each appropriate jurisdiction) and other counsel retained with the Parent Borrower’s consent (not to be liable for unreasonably withheld or delayed) (provided that in the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an actual (or perceived, if set forth in a writing by the affected party to the Parent Borrower) conflict of interest among interest, where the Lenders) in connection with any one action or any separate but substantially similar or related actions in affected party informs the same jurisdictionParent Borrower of such conflict and thereafter retains its own counsel, nor shall the Borrower be liable of another firm of counsel for any settlement or extra-judicial resolution of claims without the Borrower’s written consentsuch affected party), (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline 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 the Parent Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse each Issuing Lender for all of its reasonable and invoiced losses, costs or expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to the Issuing Lender from any currency other than Dollars to its Dollar Equivalent; provided that such conversion shall have resulted from the Parent Borrower’s failure to comply with its obligations hereunder and (de) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent and Agent, their respective affiliates, and the respective partners, officers, directors, employees, affiliatesagents, agents trustees, advisors and controlling persons of each of the foregoing (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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, the equity holders, affiliates or creditors of the Parent Borrower 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 underunder or related to, any Environmental Law or Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties and the reasonable fees and documented fees, actual disbursements and out-of-pocket expenses of one firm of counsel for all Indemnitees and one environmental consultant and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the case of a conflict of interest, where the Indemnitee informs the Parent Borrower of such conflict and thereafter retains its own counsel, the reasonable and invoiced costs and expenses of legal another firm of counsel for such affected Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”), provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or material breach of any Loan Document by, such Indemnitee; provided , provided, further, that that the Borrower this Section 10.5 shall not be liable for apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5 shall not require the fees reimbursement of costs, expenses and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) Indemnitee incurred in connection with the development, preparation and execution of, and any one action amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any separate but substantially similar or related actions reimbursement in the same jurisdictionconnection with such costs, nor expenses and disbursements shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentgoverned by Section 10.5). Without limiting the foregoing, and to the extent permitted by applicable law, the 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 for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach of any Loan Document by such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 Parent Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out‑of‑pocket and customary out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate; provided that (i) with respect to legal counsel, the Parent Borrower shall only be required to reimburse the reasonable fees and disbursements of a single law firm for the Administrative Agent and any local counsel as shall be reasonably necessary (subject to any limitations agreed to in writing by the Administrative Agent) and (ii) any written request for reimbursement shall list in reasonable detail all expenses as to which reimbursement is being requested, (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments related to the Loan Documents, including the reasonable fees and disbursements of counsel to the Lenders each Lender and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsfees, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent Agents, their respective affiliates and their respective officers, directors, trustees, employees, affiliatesagents, agents advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors 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 any 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”), provided, provided that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the gross negligence or willful misconduct of such Indemnitee or (ii) a material breach of such Indemnitee; provided ’s obligations under the Loan Documents, and provided, further, that that the Borrower this Section 10.5(d) shall not be liable for the fees and disbursements of more apply with respect to Taxes other than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with Taxes that represent losses or damages arising from any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extranon-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentTax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Parent Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. To the extent permitted by applicable law, no Indemnitee shall be liable for any damages arising from the use by unintended recipients of information or other materials distributed by it through electronic, telecommunications or other information transmission systems in connection with this Agreement or the other Loan Documents, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted in writing to Xxxxx X. Xxxxxxx Jxxx Xxxxxxxx (Telephone No. 000900-000-0000) (Telecopy No. 973941-496556-50802670), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 Parent Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Arrangers for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and documented fees, actual disbursements and out-of-pocket expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one counsel to the Administrative Agent and the Arrangers and, if necessary, one firm of local counsel in each appropriate jurisdiction and other counsel retained with the Parent Borrower’s consent (such consent not to be unreasonably withheld or delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Amendment and Restatement Effective Date (in the case of amounts to be paid on the Amendment and Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees reasonable and documented fees, actual disbursements and out-of-pocket expenses of one counsel to the Lenders and of counsel to the Administrative Agent; provided, if necessary, one firm of local counsel in each appropriate jurisdiction (and to the extent that the Borrower shall Administrative Agent or any Lender reasonably determines that separate counsel is necessary to avoid a conflict of interest, one additional outside counsel) and other counsel retained with the Parent Borrower’s consent (not to be liable for unreasonably withheld or delayed) (provided that in the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an actual (or perceived, if set forth in a writing by the affected party to the Parent Borrower) conflict of interest among interest, where the Lenders) in connection with any one action or any separate but substantially similar or related actions in affected party informs the same jurisdictionParent Borrower of such conflict and thereafter retains its own counsel, nor shall the Borrower be liable of another firm of counsel for any settlement or extra-judicial resolution of claims without the Borrower’s written consentsuch affected party), (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline 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 the Parent Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse each Issuing Lender for all of its reasonable and invoiced losses, costs or expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to the Issuing Lender from any currency other than Dollars to its Dollar Equivalent; provided that such conversion shall have resulted from the Parent Borrower’s failure to comply with its obligations hereunder and (de) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent and Agent, their respective affiliates, and the respective partners, officers, directors, employees, affiliatesagents, agents trustees, advisors and controlling persons of each of the foregoing (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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any actual or prospective claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, the equity holders, affiliates or creditors of the Parent Borrower 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 underunder or related to, any Environmental Law or Materials of Environmental Concern applicable to the operations of any Group Member Member, the Business or any of the Properties and the reasonable fees and documented fees, actual disbursements and out-of-pocket expenses of one firm of counsel for all Indemnitees and one environmental consultant and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the case of a conflict of interest, where the Indemnitee informs the Parent Borrower of such conflict and thereafter retains its own counsel, the reasonable and invoiced costs and expenses of legal another firm of counsel for such affected Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”), provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or, (y) a material breach of the funding obligation of, such Indemnitee; provided , provided, further, that that the Borrower this Section 10.5 shall not be liable for apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the fees reimbursement of costs, expenses and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) Indemnitee incurred in connection with the development, preparation and execution of, and any one action amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any separate but substantially similar or related actions reimbursement in the same jurisdictionconnection with such costs, nor expenses and disbursements shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentgoverned by Section 10.5(a)). Without limiting the foregoing, and to the extent permitted by applicable law, the 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 for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct or bad faith of such Indemnitee, or (y) a material breach of the funding obligation 128 of, such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, other than for direct, actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable decision of a court of competent jurisdiction. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 the Administrative Agent for all 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 Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect counsel to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriateAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees and disbursements of counsel to the Lenders and of counsel (including, without limitation, in‑house counsel) to the Administrative Agent; provided, that Agent and to the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the several Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, indemnify and hold each Lender and the Administrative Agent 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 taxesnon-income taxes (and, for the avoidance of doubt, other than Excluded Taxes), if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments provided that and notwithstanding any other provision of this Agreement to the contrary, the Borrower and/or any Subsidiary Borrower shall only be liable to make any payment to the Administrative Agent or any Lender regarding any UK stamp duty or SDRT in respect of any transfer if such transfer is effected by an Assignment and Acceptance which operates as a novation, i.e., if the original rights and obligations as between the relevant Borrower and the transferor Lender are extinguished and new rights and obligations between the relevant Borrower and the transferee Lender are created, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, trustees, employees, affiliates, advisers and 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 (other than including the reasonable legal fees and expenses of each Lender and the Administrative Agent with respect to taxes, which shall be governed exclusively by Section 2.19third party enforcement actions arising out of the transactions contemplated under this Agreement and the other Loan Documents) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents; provided, including any of the foregoing relating however, that with respect 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 any Group Member or any of the Properties subparagraphs (c) 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements payment of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdictionlosses, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demandscosts, penalties, finesjudgments, suits, liabilities, settlements, damages, costs and penalties, actions, expenses or disbursements resulting solely from the gross negligence, willful misconduct of whatever kind any such Lender or naturesuch Lender’s breach in bad faith of its obligations under the Loan Documents, under or related to Environmental Lawsin each case, that any as determined by a final non-appealable judgment by a court of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agentcompetent jurisdiction. The agreements in this Section 10.5 subsection shall survive repayment of the Loans Loans, the Reimbursement Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees upon the occurrence of the Closing Date (a) to pay or reimburse the Joint Lead Arrangers and the Administrative Agent (without duplication) for all its their 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or perceived conflicts), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company Borrower on or prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its of their reasonable out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of one primary counsel to the Lenders Lenders, the Administrative Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and of Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, the Amendment No. 3 Lead Arrangers and Bookrunners and the Amendment No. 34 Lead Arrangers and Bookrunners, taken as a whole, and one local counsel to the Administrative Agent; providedforegoing Persons, that taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and in the Borrower shall not be liable for the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an actual or perceived conflict of interest among by any of the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdictionforegoing Persons, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentadditional counsel to such affected Person), (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, each Joint Lead Arranger, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, the Amendment No. 3 Lead Arrangers and Bookrunners, the Amendment No. 3 Lead Arrangers and Bookrunners, the Amendment No. 4 Lead Arrangers and Bookrunners and each of their respective officersAffiliates that are providing services in connection with the financing contemplated by this Agreement and each member (and successors and assigns), directorsofficer, employeesdirector, affiliatestrustee, agents employee, agent and controlling persons person of the foregoing (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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration or arising out of this Agreement, the other Loan Documents and any such other documents, 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 any 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.the

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Arrangers for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and documented fees, actual disbursements and out-of-pocket expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one counsel to the Administrative Agent and the Arrangers and, if necessary, one firm of local counsel in each appropriate jurisdiction and other counsel retained with the Parent Borrower’s consent (such consent not to be unreasonably withheld or delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees reasonable and documented fees, actual disbursements and out-of-pocket expenses of one counsel to the Lenders and of counsel to the Administrative Agent; provided, if necessary, one firm of local counsel in each appropriate jurisdiction (and to the extent that the Borrower shall Administrative Agent or any Lender reasonably determines that separate counsel is necessary to avoid a conflict of interest, one additional outside counsel) and other counsel retained with the Parent Xxxxxxxx’s consent (not to be liable for unreasonably withheld or delayed) (provided that in the fees and disbursements case of more than one separate firm for the Lenders (unless there shall exist an actual (or perceived, if set forth in a writing by the affected party to the Parent Borrower) conflict of interest among interest, where the Lenders) in connection with any one action or any separate but substantially similar or related actions in affected party informs the same jurisdictionParent Borrower of such conflict and thereafter retains its own counsel, nor shall the Borrower be liable of another firm of counsel for any settlement or extra-judicial resolution of claims without the Borrower’s written consentsuch affected party), (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline 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 the Parent Borrower’s delay in paying, paying stamp, excise and other similar taxesTaxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay or reimburse each Issuing Lender for all of its reasonable and invoiced losses, costs or expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to the Issuing Lender from any currency other than Dollars to its Dollar Equivalent; provided that such conversion shall have resulted from the Parent Borrower’s failure to comply with its obligations hereunder and (e) to 138 pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent and Agent, their respective affiliates, and the respective partners, officers, directors, employees, affiliatesagents, agents trustees, advisors and controlling persons of each of the foregoing (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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any actual or prospective claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, the equity holders, affiliates or creditors of the Parent Borrower 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 underunder or related to, any Environmental Law or Materials of Environmental Concern applicable to the operations of any Group Member Member, the Business or any of the Properties and the reasonable fees and documented fees, actual disbursements and out-of-pocket expenses of one firm of counsel for all Indemnitees and one environmental consultant and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the case of a conflict of interest, where the Indemnitee informs the Parent Borrower of such conflict and thereafter retains its own counsel, the reasonable and invoiced costs and expenses of legal another firm of counsel for such affected Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”), provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or, (y) a material breach of the funding obligation of, such Indemnitee; provided , provided, further, that that the Borrower this Section 10.5 shall not be liable for apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the fees reimbursement of costs, expenses and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) Indemnitee incurred in connection with the development, preparation and execution of, and any one action amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any separate but substantially similar or related actions reimbursement in the same jurisdictionconnection with such costs, nor expenses and disbursements shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentgoverned by Section 10.5(a)). Without limiting the foregoing, and to the extent permitted by applicable law, the 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 for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct or bad faith of such Indemnitee, or (y) a material breach of the funding obligation of, such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, other than for direct, actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable decision of a court of competent jurisdiction. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 the Administrative Agent and the Syndication Agent for all its their respective reasonable out‑of‑pocket out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including reasonable appraisal fees and expenses, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to the Administrative Agent and filing and recording fees and expensesexpenses (but excluding costs and expenses of surveys conducted pursuant to Section 5.6(c)), with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriateappropriate (provided that the agreement by the Borrower to reimburse any such costs and expenses incurred by the Administrative Agent in connection with the development, preparation and execution of the Loan Documents and any other documents prepared in connection therewith shall be subject to the limitations and further agreements contained in the fee letter with the Co-Lead Arrangers and Joint Bookrunners (the "Fee Letter")), (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Lenders each Lender and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 any Restricted Group Member or any of the Properties properties it owns, operates or leases and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party Restricted Group Member under any Loan Document (all the foregoing in this clause (d), collectively, the “"Indemnified Liabilities”"), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might may have by statute or otherwise against any Indemnitee, except to the extent resulting from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after receipt of written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 9.5 shall be submitted to Xxxxx X. Xxxxxxx Betsy Wallace (Telephone No. 000-(435) 000-0000) (Telecopy Xxlecopy No. 973(435) 000-496-50800000), at xt the address of the Borrower xxx Xxxxxxxx set forth in Section 10.29.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 the Administrative Agent for all its reasonable out‑of‑pocket out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the syndication of the Facilities, the consummation and administration of the transactions contemplated hereby and therebythereby and any amendment or waiver with respect thereto, including including, without limitation, (i) the reasonable fees and disbursements of Xxxxxxx Xxxxxxx Weil, Gotshal & Xxxxxxxx Xxxxxx LLP and one local counsel in each relevant jurisdiction (which, for the avoidance of doubt, may include Canada, Sweden, Mexico, each jurisdiction where a Mortgaged Property is located and, without duplication, each other jurisdiction where a Subsidiary Borrower is organized) to be shared by the Administrative Agent and the Collateral Trustee, (ii) filing and recording fees and expenses, with statements with respect to expenses and (iii) the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case charges of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriateIntralinks, (b) to pay or reimburse each Lender and the Administrative Agent and the Collateral Trustee for all its their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the other Loan Documents and any such other documentsDocuments, including the reasonable fees and disbursements of counsel to the Lenders and of one primary counsel to the Administrative Agent; provided, that the Borrower which counsel shall not be liable act on behalf of all Lenders (and if necessary or advisable one local counsel in each relevant jurisdiction (which, for the fees avoidance of doubt, may include Canada, Sweden, Mexico, each jurisdiction where a Mortgaged Property is located and, without duplication, each other jurisdiction where a Subsidiary Borrower is organized) to be shared by the Administrative Agent and disbursements the Collateral Trustee) and, in the event of more than any conflict of interest, if necessary or advisable one separate firm for additional local counsel in each relevant jurisdiction to the Collateral Trustee and one additional primary counsel (and if necessary or advisable one local counsel in each relevant jurisdiction) to represent all Lenders (unless there shall exist an actual conflict of interest among other than the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentAdministrative Agent), (c) to pay, indemnifyindemnify or reimburse each Lender, each Issuing Lender and the Administrative Agent for, and hold each 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 in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, and hold each Lender and Issuing Lender, the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, partners, employees, affiliatesadvisors, agents and agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each 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 (other than with respect to taxestaxes not specifically provided for herein, which shall be governed exclusively by Section 2.192.26 or with respect to the costs, losses or expenses which are of the type covered by Section 2.25 or Section 2.27) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including 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 Company or any Group Member of its Subsidiaries or any of the Mortgaged 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”), provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements any of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action its affiliates or any separate but substantially similar its or related actions in the same jurisdictiontheir respective officers, nor shall the Borrower be liable for any settlement directors, partners, employees, advisors, agents, controlling persons or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consenttrustees. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee unless the same shall have resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. All amounts due under this Section 10.5 shall be payable not later than 10 days 30 Business Days after written demand the party to whom such amount is owed has provided a statement or invoice therefor, setting forth in reasonable detail, the amount due and the relevant provision of this Section 10.5 under which such amount is payable by the Company. For purposes of the preceding sentence, it is understood and agreed that the Company may ask for reasonable supporting documentation to support any request to reimburse or pay out of pocket expenses, legal fees and disbursements and that the grace period to pay any such amounts shall not commence until such supporting documentation has been received by the Company. Statements payable by the Borrower Company pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), the Company at the address of the Borrower Company set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower Company in a written notice to the Administrative Agent. The agreements in this Section 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 the Administrative Agent Agents and the Other Representatives for (1) all its their reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments, the Tranche B Term Loan Commitments, the Tranche C Term Loan Commitments, the Tranche D Term Loan Commitments, the Tranche E Term Loan Commitments, the Tranche F Term Loan Commitments, the Tranche G Term Loan Commitments or, the Tranche H Term Loan Maturity DateCommitments or the Tranche I Term Loan Commitments) contemplated hereby and therebythereby and (iii) efforts to monitor the Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxx Xxxx and Xxxxxxxx LLP LLP, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Administrative Agent shall deem appropriatecontinuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent Agents for all its their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Lenders Agents and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, or reimburse each Lender, each Other Representative and the Agents for, and hold each Lender Lender, each Other Representative and the Administrative Agent Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any stamp, documentary, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, each Other Representative, each Agent (and hold any sub-agent thereof) and each Lender and Related Party of any of the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Loans, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Group Member of its Restricted Subsidiaries or any of the Properties property of the Borrower or any of its Restricted Subsidiaries, of any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party and the reasonable fees and expenses regardless of legal counsel in connection with claims, actions or proceedings by whether any Indemnitee against any Loan Party under any Loan Document is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, provided that the Borrower shall not have no any obligation hereunder to any Indemnitee Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities to arising from (i) the extent gross negligence, bad faith or willful misconduct of any such Indemnified Liabilities are found Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a final and nonappealable decision of a court of competent jurisdiction to have resulted from in a final and non-appealable decision, (ii) a material breach of the gross negligence Loan Documents by any such Lead Arranger, Other Representative, Agent (or willful misconduct any sub-agent thereof) or Lender (or any Related Party of any such Indemnitee; provided furtherLead Arranger, Other Representative, Agent (or any sub-agent thereof) or Xxxxxx), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement indirect, special, punitive or extra-judicial resolution of such Indemnitees’ claims without consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s written consent. Without limiting the foregoing, and indemnity or reimbursement obligations under this Section 11.5 to the extent permitted by applicable lawsuch indirect, the Borrower agrees not special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteeindemnification hereunder. All amounts due under this Section 10.5 11.5 shall be payable not later than 10 30 days after written demand therefor. Statements reflecting amounts payable by the Borrower Loan Parties pursuant to this Section 10.5 11.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Sections 11.5(b) and (c) above, the Borrower shall have no obligation under this Section 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 10.5 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 the Administrative Agent and the Lead Arrangers for all its of their respective reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Amendment No. 3 Effective Date (in the case of amounts to be paid on the Restatement Amendment No. 3 Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders Administrative Agent and of counsel to the Administrative AgentLenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders) ), in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall which case the Borrower shall be liable for the fees and disbursements of another separate local counsel for the affected Person) and one local counsel in any settlement material jurisdiction (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or extra-judicial resolution among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of claims without another separate local counsel for the Borrower’s written consentaffected Person), (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender 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 Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and each of their respective affiliates and the respective officers, directors, employees, affiliatesagents, agents advisors, partners, representatives and controlling persons of each of the foregoing (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, expenses or disbursements of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 or any Group Member Subsidiary or any of the Properties Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate local counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate local counsel for the affected Indemnitees) 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”), ; provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) 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 IndemniteeIndemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)); provided furtherfurther that, that that the Borrower this Section 10.5(d) shall not be liable for apply to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. None of the fees and disbursements of more than one separate firm for Borrower, any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action Lender or any separate but substantially similar or related actions in the same jurisdiction, nor Agent shall the Borrower be liable for any settlement special, indirect, consequential or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentpunitive damages (other than as required pursuant to Section 10.5(c) or (d)). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Chief Financial Officer (Telephone No. (000-) 000-0000) (Telecopy No. 973(000) 000-496-50800000), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 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 the Administrative Agent and the Arrangers for all its of their respective reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Commitments and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and documented fees, disbursements and other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent and the Arrangers and, if necessary, one local counsel in each applicable jurisdiction and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable and documented costs and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees reasonable and documented fees, disbursements of counsel to the Lenders and other charges of counsel to the Administrative Agent; providedAgent and the Lenders and including the reasonable and documented costs and expenses incurred during any workout, restructuring or negotiations (it being understood that expenses reimbursed by the Borrower under this Section 10.5 shall not be liable for the fees include costs and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) expenses incurred in connection with any one action (1) appraisals, environmental reviews and insurance reviews, (2) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or any separate but substantially similar or related actions in the same jurisdictioninternally allocated fees for each Person employed by the Administrative Agent with respect to each field examination and (3) forwarding loan proceeds, nor shall collecting checks and other items of payment and establishing and maintaining the Borrower be liable for any settlement or extra-judicial resolution accounts and lock boxes, and costs and expenses of claims without preserving and protecting the Borrower’s written consentCollateral), (c) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Arrangers and the Administrative Agent each Agent, their respective affiliates, and their respective officers, directors, employees, affiliatesagents, agents advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costscosts or expenses (including the reasonable and documented fees, expenses or disbursements and other charges of counsel) of any kind or nature whatsoever (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors 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 any 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra132 509265-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 0002041-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.31349836.23

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each Lead Agent and the Administrative Agent Issuing Lender for all its reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any waiver, amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewiththerewith (whether or not the transactions hereby or thereby contemplated shall be consummated), the syndication of the Facilities and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees fees, disbursements and disbursements other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one lead counsel (together with special and local counsel, limited to one in each jurisdiction) to the Lead Agents and Issuing Lender and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative such Lead Agent or Issuing Lender, as applicable, shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative each Lead Agent for all its reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including including, without limitation, the fees fees, disbursements and disbursements other charges of one lead counsel (together with special and local counsel, limited to one in each jurisdiction) to the Lead Agents and the Issuing Lender (and in the case of an actual or perceived conflict of interest, one additional counsel for each relevant jurisdiction for similarly situated parties) and one lead counsel (together with special and local counsel, limited to one in each jurisdiction) to the Lenders (and in the case of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual or perceived conflict of interest among the Lenders) in connection with any interest, one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable additional counsel for any settlement or extra-judicial resolution of claims without the Borrower’s written consenteach relevant jurisdiction for similarly situated parties), (c) to pay, indemnify, indemnify and hold each Lender Lender, each Lead Agent and the Administrative Agent 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 similar other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or the 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 Loan Documents and any such other documents, documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative each Lead Agent and their respective affiliates, successors and assigns and the officers, directors, employees, affiliatesagents, agents advisors, representatives, controlling persons, trustees and controlling persons members of each of the foregoing (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, actual losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable expenses or reasonable disbursements of any kind or nature whatsoever (other than with respect to taxesany claims or litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, which shall be governed exclusively by Section 2.19the Borrower or any of their respective Affiliates or equity holders) in connection with respect to the execution, delivery, enforcement, performance and or administration of this Agreement, the other Loan Documents and any such other documents, the transactions contemplated hereby or thereby (including the syndication of the Facilities), including any of the foregoing relating to the use of proceeds of the Loans or the issuance of any Letter of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any Group Member of its Subsidiaries or any of the Properties and the reasonable fees fees, disbursements and expenses other charges of legal one lead counsel (together with special and local counsel, limited to one in each jurisdiction) for all Indemnitees (and in the case of an actual or perceived conflict of interest, one additional counsel for each relevant jurisdiction for similarly situated parties) 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”), provided, provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (i) to the extent such Indemnified Liabilities are found by determined in a final and nonappealable decision non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee; provided furtherIndemnitee or any of its Related Parties or (ii) arising out of, or in connection with, any proceeding that that does not involve an act or omission by the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar of its Affiliates and that is brought by an Indemnitee against another Indemnitee (other than any proceeding brought against any Lead Agent or related actions Issuing Lender in its capacity as, or in the same jurisdictionfulfillment of its role as, nor shall the Borrower be liable for a Lead Agent or Issuing Lender, as applicable, or another similar role under any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentFacility). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, except to the extent any of the foregoing are determined in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties. All amounts due under this Section 10.5 11.05 shall be payable not later than 10 30 days after written demand is submitted to the Borrower therefor. Statements payable by the Borrower pursuant to this Section 10.5 11.05, shall be submitted delivered to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), the Borrower at the address of the Borrower set forth in Section 10.211.02, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee and (ii) no Indemnitee shall assert, and hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any transaction contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that the Borrower shall indemnify and reimburse any Indemnitee for any special, indirect, consequential or punitive damages that such Indemnitee may be liable for to the extent otherwise reimbursable pursuant to this Section 11.05. The agreements in this Section 10.5 11.05 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out‑of‑pocket and customary out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate; provided, that (i) with respect to legal counsel, the Parent Borrower shall only be required to reimburse the reasonable fees and disbursements of a single law firm for the Administrative Agent and any local counsel as shall be reasonably necessary (subject to any limitations agreed to in writing by the Administrative Agent) and (ii) any written request for reimbursement shall list in reasonable detail all expenses as to which reimbursement is being requested, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments related to the Loan Documents, including the reasonable fees and disbursements of counsel to the Lenders each Lender and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, trustees, employees, affiliates, agents agents, advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, 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 any 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”), provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Parent Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted in writing to Xxxxx Xxxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973770-496495-50805150), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agreesBorrowers agree, on a joint and several basis, (a) to pay or reimburse the Administrative Agent and each Arranger for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent and the Arrangers and, if reasonably necessary, one local counsel per necessary jurisdiction, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, but in any event no earlier than ten (10) Business Days after receipt by the Parent Borrower of a reasonably detailed invoice therefor, (b) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented out-of-pocket fees and disbursements of any counsel to the Lenders any Lender and of counsel to the Administrative Agent; providedAgent (but in such case limited to, that the Borrower shall not be liable for the reasonable and documented out-of-pocket fees and disbursements of more than one separate firm for primary counsel to the Administrative Agent, one primary counsel to the Lenders (unless there shall exist an actual as selected by the Required Lenders other than the Administrative Agent) and, to the extent reasonably necessary, one local counsel in each applicable jurisdiction, and, in the case of a conflict of interest among the Lenders) interest, one additional primary counsel and one additional local counsel in connection with any one action or any separate but substantially similar or related actions in the same jurisdictioneach applicable jurisdiction for such Persons affected by such conflict), nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, and (c) to pay, indemnify, and hold each Lender Lender, each Issuing Lender, each Arranger and the Administrative Agent harmless fromAgent, any and all recording and filing fees and any and all liabilities with respect totheir respective affiliates, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliatesagents, agents advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding (a “Proceeding”) regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by theany Borrower, its equity holders, affiliates or creditors 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 any Group Member or any of the Properties and the reasonable and documented out-of-pocket fees and expenses of one primary legal counsel and, if reasonably necessary, one single local counsel in each relevant jurisdiction for all Indemnitees taken as a whole (and solely in the case of a conflict in interest, one additional primary counsel and one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (dc), collectively, the “Indemnified Liabilities”), provided, that the xxxxx Borrower shall have no noany obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) 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, or material breach of any Loan Document by, such Indemnitee; provided further, that that or (y) related to any dispute solely among the Borrower shall not be liable for Indemnitees other than any dispute involving an Indemnitee in its capacity or in fulfilling its role as the fees and disbursements Administrative Agent or Arranger or any similar role under this Agreement unless such dispute is related to any claims arising out of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) or in connection with any one action act or omission of theany Borrower or any separate but substantially similar of its Affiliates and provided, further, that this Section 10.5(c) shall not apply with respect to Taxes other than any Taxes that represent losses or related actions in the same jurisdiction, nor damages arising from any non-Tax claim and shall the Borrower be liable for not duplicate any settlement amounts paid under Section 2.13 or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentSection 2.15. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees agreesBorrowers agree not to assert and to cause its itstheir respective Subsidiaries not to assert, and hereby waives waiveswaive and agrees agreesagree to cause its itstheir respective Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. None of the parties hereto shall assert, and each hereby waives, any claim for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (except that nothing contained in this sentence shall limit the Borrower’sBorrowers ’ indemnity obligations under this Section 10.5). All amounts due under this Section 10.5 shall be payable not later than 10 days Business Days after written demand receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower BorrowerBorrowers pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Director – Legal Department (Telephone No. 000-000-0000) (Telecopy No. 973310-496282-50808808), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the BorrowerBorrowers shall not be liable under this Agreement for any settlement made by any Indemnitee without itsthe prior written consent of the Parent Borrower (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with the Parent Borrower’s written consent or if there is a final judgment for the plaintiff in any such Proceeding, the Borrower agreesBorrowers agree to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions hereof. The BorrowerBorrowers further agreesagree that itthey will not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is an actual or potential party to such Proceeding) unless such settlement, compromise or consent includes (a) an unconditional release of each Indemnitee from all liability and obligations arising therefrom in form and substance satisfactory to such Indemnitee and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one counsel to the Administrative Agent and, if reasonably necessary, one local counsel per necessary jurisdiction, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, but in any event no earlier than ten (10) Business Days after receipt by Borrower of a reasonably detailed invoice therefor, (b) to pay or reimburse each Lender, theeach Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders each Lender and of counsel to the Administrative Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, and hold each Lender, theeach Issuing Lender and the Administrative Agent harmless fromAgent, any and all recording and filing fees and any and all liabilities with respect totheir respective affiliates, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliatesagents, agents advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding (a “Proceeding”) regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors 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 any Group Member or any of the Properties and the reasonable and documented out-of-pocket fees and expenses of one primary legal counsel and, if reasonably necessary, one single local counsel in each relevant jurisdiction for all Indemnitees taken as a whole (and solely in the case of a conflict in interest, one additional primary counsel and one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) 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, or material breach of any Loan Document by, such Indemnitee; provided further, that that or (y) related to any dispute solely among the Borrower shall not be liable for Indemnitees other than any dispute involving an Indemnitee in its capacity or in fulfilling its role as the fees and disbursements Administrative Agent or Joint Lead Arranger or any similar role under this Agreement unless such dispute is related to any claims arising out of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) or in connection with any one action act or omission of the Borrower or any separate but substantially similar of its Affiliates and provided, further, that this Section 10.5(d) shall not apply with respect to Taxes other than any Taxes that represent losses or related actions in the same jurisdiction, nor shall the Borrower be liable for damages arising from any settlement or extranon-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentTax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. None of the parties hereto shall assert, and each hereby waives, any claim for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (except that nothing contained in this sentence shall limit the Borrower’s indemnity obligations under this Section 10.5). All amounts due under this Section 10.5 shall be payable not later than 10 days Business Days after written demand receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Director – Legal Department (Telephone No. 000-000-0000) (Telecopy No. 973310-496282-50808808), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the Borrower shall not be liable under this Agreement for any settlement made by any Indemnitee without its prior written consent (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with the Borrower’s written consent or if there is a final judgment for the plaintiff in any such Proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions hereof. The Borrower further agrees that it will not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is an actual or potential party to such Proceeding) unless such settlement, compromise or consent includes (a) an unconditional release of each Indemnitee from all liability and obligations arising therefrom in form and substance satisfactory to such Indemnitee and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse the Administrative Agent and the Lenders for all its reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement, the Escrow Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewiththerewith (including, and without limitation, the consummation and administration of the transactions contemplated hereby and thereby), including together with reasonable fees and disbursements of counsel, provided, that, notwithstanding the foregoing, with respect to the payment of legal fees and expenses of the Administrative Agent and the Lenders pursuant to this Section 10.5(a), the parties agree that the Credit Parties shall only be required to pay, (i) with respect to the Administrative Agent, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent and filing maritime and recording fees local counsel for each relevant jurisdiction and expenses, with statements (ii) with respect to the foregoing to be submitted to Lenders, the Borrower prior to the Restatement Effective Date reasonable fees and disbursements of one counsel for all Lenders (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriateif any), (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Escrow Agreement and the other Loan Documents and any such other documentsCredit Documents, including including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to any Lender (including reasonable allocated costs of in-house legal counsel), and all such reasonable and documented costs, expenses, fees and disbursements incurred during any workout, restructuring or negotiations in respect of the Credit Documents; provided, that, notwithstanding the foregoing, with respect to the payment of legal fees and expenses of the Administrative Agent and the Lenders pursuant to this Section 10.5(b), the parties agree that the Credit Parties shall only be required to pay, (i) with respect to the Administrative Agent, the reasonable fees and disbursements of one primary counsel to the Administrative Agent; providedAgent and maritime and local counsel for each relevant jurisdiction and (ii) with respect to the Lenders, that the Borrower shall not be liable for the reasonable fees and disbursements of more than one separate firm counsel for the all Lenders (unless there shall exist an actual conflict if any), and reasonable allocated costs of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable in-house legal counsel for any settlement or extra-judicial resolution of claims without the Borrower’s written consenteach such Lender (if any), (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent Agent, and their Affiliates and their respective officers, directors, employees, affiliatespartners, agents members, counsel, agents, representatives, advisors and controlling persons affiliates (each, an collectively called the “IndemniteeIndemnitees”) 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreementthe Credit Documents, the other Loan Documents Escrow Agreement and any such other documentsdocuments and the use, including any of the foregoing relating to the use or proposed use, of proceeds of the Loans Loans, and (e) to pay any civil penalty or fine assessed by the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any U.S. Department of the Properties Treasury’s Office of Foreign Assets Control against, and the all reasonable costs and expenses (including counsel fees and expenses of legal counsel disbursements) incurred in connection with claimsdefense thereof by the Administrative Agent or any Lender as a result of the funding of Loans, actions the acceptance of payments or proceedings by any Indemnitee against any Loan Party of Collateral due under any Loan Document the Credit Documents (all of the foregoing in this clause (d)foregoing, collectively, the “Indemnified Liabilities”); provided, providedhowever, that the Borrower Credit Parties shall not have no any obligation hereunder to any an Indemnitee with respect to 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 arising from the gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements as determined by a court of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower competent jurisdiction pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000a final non-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agentappealable judgment. The agreements in this 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 the Administrative Agent and the Arrangers for all its of their respective reasonable out‑of‑pocket and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Commitments and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees fees, disbursements and disbursements other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP one primary counsel to the Administrative Agent and the Arrangers and, if necessary, one local counsel in each applicable jurisdiction and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Closing Date (in the case of amounts to be paid on the Restatement Effective Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, disbursements and disbursements of counsel to the Lenders and other charges of counsel to the Administrative Agent; providedAgent and the Lenders and including all costs and expenses incurred during any workout, restructuring or negotiations (it being understood that expenses reimbursed by the Borrower under this Section 10.5 shall not be liable for include costs and expenses incurred in connection with (1) appraisals, environmental reviews and insurance reviews, (2) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination and (3) forwarding loan proceeds, collecting checks and other items of payment and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral); provided that fees, disbursements and other charges of more than counsel set forth in this clause (b) shall be limited to fees, disbursements and other charges of (i) one separate firm counsel to the Administrative Agent and for the Lenders (unless there shall exist an actual conflict of interest among the Lenderstaken together as a single group or client), (ii) if necessary, one local counsel required in connection any relevant local jurisdiction (which may include a single counsel acting in multiple jurisdictions) and applicable special regulatory counsel, (iii) additional counsel retained with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consentconsent (such consent not to be unreasonably withheld or delayed) and (iv) if representation of the Administrative Agent and/or all Lenders in such matter by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual or potential conflict of interest, where the Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Lender and, if necessary, one firm of local counsel in any relevant local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Lender and one firm of special regulatory counsel for such affected Lender, (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, each Arranger and the Administrative Agent each Agent, their respective affiliates, and their respective officers, directors, employees, affiliatesagents, agents advisors 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees fees, disbursements and expenses other charges of legal counsel (limited to reasonable fees, disbursements and other charges of one primary counsel for all Indemnitees, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees, taken as a whole, and one firm of special regulatory counsel for all Indemnitees, taken as a whole (and, in the case of an actual or potential conflict of interest, where an Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Indemnitee and one firm of special regulatory counsel for such affected Indemnitee)) 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”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee; provided Indemnitee (or any of its Affiliates, officers, directors, employees, agents, advisors or controlling persons) or (y) a material breach in bad faith by such Indemnitee of its obligations under the Loan Documents pursuant to a claim initiated by the Borrower, and provided, further, that that the Borrower this Section 10.5(d) shall not be liable for the fees and disbursements of more apply with respect to Taxes other than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with Taxes that represent losses or damages arising from any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extranon-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentTax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee (or any of its Affiliates, officers, directors, employees, agents, advisors or controlling persons) or (y) a material breach in bad faith by such Indemnitee of its obligations under the Loan Documents pursuant to a claim initiated by the Borrower. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx Xxxx Xxxxxx (Telephone Facsimile No. (000-) 000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ai) to pay or reimburse the Administrative each Agent for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP counsel to such parties (provided that such fees and disbursements shall not include fees and disbursements for more than one counsel plus one local counsel in each relevant jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or as such other periodic basis as the Administrative Agent parties shall deem appropriate, (bii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, charges and disbursements of counsel to the Lenders each Lender and of counsel to the Administrative such Agent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (ciii) to pay, indemnify, and hold each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother taxes (other than amounts payable under Section 4.10(c)), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (div) to pay, indemnify, and hold each Lender and the Administrative Agent and 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 (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, 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 any 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 (div), collectively, the “Indemnified Liabilities”), ; provided, that the Borrower shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee; provided further, that that the Borrower that, no Lender or Agent shall not be liable entitled to indemnification under this Section 11.5 with respect to Taxes for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among which such Indemnitees) in connection with any one action Lender or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consentAgent is indemnified under Section 4.10. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 11.5 shall be submitted to Xxxxx X. Xxxx Xxxxxxx (Telephone No. (000-) 000-0000) (Telecopy No. 973(000) 000-496-50800000), at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 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 the Administrative Agent for all its 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 Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect counsel to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriateAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees and disbursements of counsel to the Lenders and of counsel (including, without limitation, in-house counsel) to the Administrative Agent; provided, that Agent and to the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Lenders (unless there shall exist an actual conflict of interest among the several Lenders) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of claims without the Borrower’s written consent, (c) to pay, indemnify, indemnify and hold each Lender and the Administrative Agent 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 taxesnon-income taxes (and, for the avoidance of doubt, other than Excluded Taxes), if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments provided that and notwithstanding any other provision of this Agreement to the contrary, the Borrower and/or any Subsidiary Borrower shall only be liable to make any payment to the Administrative Agent or any Lender regarding any UK stamp duty or SDRT in respect of any transfer if such transfer is effected by an Assignment and Acceptance which operates as a novation, i.e., if the original rights and obligations as between the relevant Borrower and the transferor Lender are extinguished and new rights and obligations between the relevant Borrower and the transferee Lender are created, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, trustees, employees, affiliates, advisers and 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 (other than including the reasonable legal fees and expenses of each Lender and the Administrative Agent with respect to taxes, which shall be governed exclusively by Section 2.19third party enforcement actions arising out of the transactions contemplated under this Agreement and the other Loan Documents) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents; provided, including any of the foregoing relating however, that with respect 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 any Group Member or any of the Properties subparagraphs (c) 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”), provided, that the Borrower shall have no obligation hereunder to not be liable for the payment of any Indemnitee with respect to 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 losses, costs, penalties, judgments, suits, liabilities, damages, penalties, actions, expenses or disbursements resulting solely from the gross negligence or willful misconduct of any such Indemnitee; provided further, that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for any Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the Borrower be liable for any settlement or extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxx X. Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 973-496-5080), at 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 written notice to the Administrative AgentLender. The agreements in this Section 10.5 subsection shall survive repayment of the Loans Loans, the Reimbursement Obligations and all other amounts payable hereunder.