Common use of Payment of Expenses and Taxes Clause in Contracts

Payment of Expenses and Taxes. Each Credit Party agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop Parties, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5), performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that such Credit Party shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that such Credit Party shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party Regardless of whether or not the transactions contemplated hereby are consummated, the Borrower agrees (subject, in each case, to any fee arrangements) (a) to pay or reimburse the AgentsSecurity Trustee, the Backstop Parties Agent and the Lenders for all their of its reasonable out-of-pocket costs and expenses incurred in connection with the developmentnegotiation, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, of this Agreement and the other Credit Documents Basic Agreements and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including including, without limitation, any and all filing or recordation fees, the fees of the insurance advisor and the reasonable fees, fees and disbursements and other charges of counsel to the Agents Security Trustee, the Agent and the Backstop PartiesLenders and of special Belgian, Dutch, Cayman Islands and British Virgin Islands counsel, (b) to pay or reimburse each Backstop Partythe Security Trustee, Lender the Agent and the Lenders for all of its reasonable out-of-pocket costs and expenses incurred in connection with any amendment, supplement or modification to this Agreement and the other Basic Agreements requested by the Borrower or another Borrower Person, including without limitation, the reasonable fees and disbursements of counsel to the Security Trustee, the Agent and the Lenders and of special Belgian, Dutch, Cayman Islands and British Virgin Islands counsel, (c) to pay or reimburse the Security Trustee, the Agent and the Lenders 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 Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5), performance and administration of this Agreement, the other Credit Documents Basic Agreements and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Security Trustee, the Agent and the Lenders, (d) to pay, indemnify, and hold the Security Trustee, the Agent and the Lenders harmless for, from and against any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable in connection with the execution and delivery of, or consummation of any of the foregoing relating to the violation transactions contemplated by, or any amendment, supplement or modification of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing waiver or consent under or in respect of, this clause (d), collectivelyAgreement, the “indemnified liabilities”); provided that other Basic Agreements and any such Credit Party shall have no obligation hereunder other documents requested by the Borrower or another Borrower Person, (e) to pay all costs and expenses of establishing and maintaining the Administrative Agent or any Lender nor any of their respective directors, officers, employees Borrower and agents with respect (f) to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party pay all costs and expenses expressed to be indemnified as determined payable by the Borrower in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesLocal Mortgage. The agreements in this Section 14.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder. Unless otherwise specifically provided herein, such expenses shall be paid by wire transfer of immediately available funds to the Agent and the relevant Lender as soon as reasonably practicable, but in any event within 10 days after the Agent’s or such Lender’s request for such reimbursement or payment.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of this Agreement and the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop PartyLender, Lender each Security Agent and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender Lender, of counsel to the Security Agents and of counsel to the AgentsAdministrative Agent, (c) to pay, indemnify, indemnify and hold harmless each Backstop PartyLender, Lender each Security Agent and the Administrative Agent from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the 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 otherwise in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and Agent Lender, each Security Agent, the Administrative Agent, their respective Affiliates and their respective directors, officers, employees, trustees, investment advisors and agents agents, attorneys-in-fact from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release presence of Hazardous Materials involving or attributable applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent, any Security Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to arising from (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or indemnified, (ii) a material breach of any Credit Document by the party to be indemnified or (iii) disputes solely among the Administrative Agent, the Lenders and/or (in their transfereescapacities as such) and not involving any conduct of any Credit Party. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, but in each case subject to the limitations of the foregoing, reasonable out-of-pocket costs and expenses incurred in connection with:

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (including any Environmental Laws now or hereafter in effect or amended) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each The Credit Party agrees Parties agree (a) to pay or reimburse the Agents, the Backstop Parties Administrative Agent and the Lenders Arrangers for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including together with the reasonable fees, fees and disbursements and other charges of counsel to the Agents Administrative Agent and the Backstop PartiesArrangers, (b) to pay or reimburse each Backstop Party, Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the other Credit Documents and any such other documentsDocuments, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAdministrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender, the Administrative Agent and the Arrangers harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, (d) to pay, indemnify, and hold harmless each Lender Lender, the Administrative Agent, the Arrangers and Agent their Affiliates and their respective officers, directors, officers, employees, partners, members, counsel, agents, representatives, trustees, investment advisors and agents affiliates (collectively called the “Indemnitees”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating Loans and (e) to pay any civil penalty or fine assessed by the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations U.S. Department of the BorrowerTreasury’s Office of Foreign Assets Control against, any of its Subsidiaries or any of the Real Estate and all reasonable costs and expenses (all the foregoing including counsel fees and disbursements) incurred in this clause (d), collectively, the “indemnified liabilities”); provided that such Credit Party shall have no obligation hereunder to connection with defense thereof by the Administrative Agent or any Lender nor as a result of the funding of Loans, the issuance of Letters of Credit, the acceptance of payments or of Collateral due under the Credit Documents (all of the foregoing, collectively, the “Indemnified Liabilities”); provided, however, that the Credit Parties shall not have any of their respective directors, officers, employees and agents obligation hereunder to an Indemnitee with respect to indemnified liabilities to the extent attributable to (i) Indemnified Liabilities arising from the gross negligence or willful misconduct of the party to be indemnified such Indemnitee, as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereespursuant to a final non-appealable judgment. The agreements in this Section 14.5 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each The Credit Party agrees Parties agree (a) to pay or reimburse the Agents, the Backstop Parties Administrative Agent and the Lenders Arranger for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewithDocuments, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including together with the reasonable fees, fees and disbursements and other charges of Moore & Van Allen PLLC (counsel to the Agents Administrative Agent and the Backstop PartiesAxxxxxer) xx xxxxxction therewith and no other counsel therefor, (b) to pay or reimburse each Backstop Party, Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the other Credit Documents and any such other documentsDocuments, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAdministrative Agent and to the Lenders in connection therewith, and (c) on demand, to pay, indemnify, and hold each Lender, the Administrative Agent and the Arranger harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all 100 liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, (d) to pay, indemnify, and hold harmless each Lender Lender, the Administrative Agent, the Arranger and Agent their Affiliates and their respective officers, directors, officers, employees, trusteespartners, investment members, counsel, agents, representatives, advisors and agents affiliates (collectively called the "Indemnitees") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever to the extent arising from third party claims with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsthe use, includingor proposed use, without limitation, any of proceeds of the foregoing relating Loans and (e) to pay any civil penalty or fine assessed by the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations U.S. Department of the BorrowerTreasury's Office of Foreign Assets Control against, any of its Subsidiaries or any of the Real Estate and all reasonable costs and expenses (all the foregoing including counsel fees and disbursements) incurred in this clause (d)connection with defense thereof by, collectively, the “indemnified liabilities”); provided that such Credit Party shall have no obligation hereunder to the Administrative Agent or any Lender nor as a result of the funding of Loans, the issuance of Letters of Credit, the acceptance of payments or of Collateral due under the Credit Documents (all of the foregoing, collectively, the "Indemnified Liabilities"); provided, however, that the Borrower shall not have any of their respective directors, officers, employees and agents obligation hereunder to an Indemnitee with respect to indemnified liabilities to the extent attributable to (i) Indemnified Liabilities arising from the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified any Indemnitee, as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesjurisdiction. The agreements in this Section 14.5 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party agrees The Company and the Co-Borrower jointly and severally agree (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred after the Signing Date in connection with the development, preparation, negotation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, therewith including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAdministrative Agent’s counsel, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) subject to the Agreed Security Principles, to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees incurred on or after the Signing Date and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and (except in the case of each Agent) administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the any violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the any Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Company and the Co-Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified or any of its Related Parties, as determined in by a final and non-appealable final, nonappealable judgment by of a court of competent jurisdiction jurisdiction, or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. All amounts payable under this Section 13.6 shall be paid within ten Business Days of receipt by the Company or the Co-Borrower (as the case may be) of an invoice relating thereto setting forth such expense in reasonable detail. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any Guarantors, any equityholders or creditors or an indemnified party or any other person or entity, whether or not an indemnified party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The agreements in this Section 14.5 13.6 shall survive resignation of any Agent, the replacement of any Lender, the termination of the Total Commitments and repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities Indemnified Liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each The Credit Party agrees Parties agree (a) to pay or reimburse the Agents, the Backstop Parties Administrative Agent and the Lenders Arrangers for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including together with the reasonable fees, fees and disbursements and other charges of counsel to the Agents Administrative Agent and the Backstop PartiesArrangers, (b) to pay or reimburse each Backstop Party, Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the other Credit Documents and any such other documentsDocuments, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAdministrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender, the Administrative Agent and the Arrangers harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, (d) to pay, indemnify, and hold harmless each Lender Lender, the Administrative Agent, the Arrangers and Agent their Affiliates and their respective officers, directors, officers, employees, partners, members, counsel, agents, representatives, trustees, investment advisors and agents affiliates (collectively called the “Indemnitees”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating Loans and (e) to pay any civil penalty or fine assessed by the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations U.S. Department of the BorrowerTreasury’s Office of Foreign Assets Control against, any of its Subsidiaries or any of the Real Estate and all reasonable costs and expenses (all the foregoing including counsel fees and disbursements) incurred in this clause (d), collectively, the “indemnified liabilities”); provided that such Credit Party shall have no obligation hereunder to connection with defense thereof by the Administrative Agent or any Lender nor as a result of the funding of Loans, the acceptance of payments or of Collateral due under the Credit Documents (all of the foregoing, collectively, the “Indemnified Liabilities”); provided, however, that the Credit Parties shall not have any of their respective directors, officers, employees and agents obligation hereunder to an Indemnitee with respect to indemnified liabilities to the extent attributable to (i) Indemnified Liabilities arising from the gross negligence or willful misconduct of the party to be indemnified such Indemnitee, as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereespursuant to a final non-appealable judgment. The agreements in this Section 14.5 9.5 shall survive repayment of the Loans Loans, Term Loan Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided , PROVIDED that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties Agents and the Lenders Lead Arrangers for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotation execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the Commitment Reallocation) syndication of the Term Loan Commitments contemplated hereby and thereby) and (iii) efforts to monitor the Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral in accordance with the terms of the Loan Documents, and (2) the reasonable feesand documented fees and disbursements of Cxxxxx Xxxxxx & Rxxxxxx LLP, disbursements and such other charges special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of counsel to an Event of Default) is approved by the Agents and the Backstop PartiesBorrower, (b) to pay or reimburse each Backstop PartyLender, Lender the Lead Arrangers and Agent the Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Agents (limited to one firm of counsel for the Agents and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify, or reimburse each Lender, the Lead Arrangers and the Agents for, and hold each Lender, the Lead Arrangers and the Agents harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, indemnifyindemnify or reimburse each Lender, the Lead Arrangers, each Agent, and each Related Party of any of the foregoing persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable whatsoever (in the case of fees and documented fees, disbursements and other charges of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Loans, or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, Borrower or any of its Subsidiaries or any property or facility owned, leased or operated by the Borrower or any of the Real Estate its Subsidiaries (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided that such Credit Party the Borrower shall not have no any obligation hereunder to the Administrative Agent any Agent, any Lead Arranger or any Lender nor (or any Related Party of their respective directorsany such Agent, officers, employees and agents Lead Arranger or Lender) with respect to indemnified liabilities to the extent attributable to Indemnified Liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified (as determined in a final and non-appealable judgment by a court of competent jurisdiction in a final and nonappealable judgment) of such Agent or Lender (or any Related Party of such Agent or Lender), (ii) disputes among claims made or legal proceedings commenced against any Agent, Lead Arranger or Lender (or any Related Party of any thereof) 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, (iii) any material breach of any Loan Document by such Agent, Lead Arranger or Lender (or any Related Party of any thereof) as determined by a court of competent jurisdiction in a final and nonappealable decision or (iv) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. To the fullest extent permitted under applicable law, neither the Borrower nor any Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. All amounts due under this subsection 10.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 10.5 shall be submitted to the address of the Borrower set forth in subsection 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Lenders and/or their transfereesBorrower shall have no obligation under this subsection 10.5 to any Indemnitee with respect to any Taxes imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 14.5 subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Company agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the BorrowerCompany, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Company shall have no obligation hereunder to the Administrative Agent Agents or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative AgentAgents, the Lenders and/or their transferees. The agreements in this Section 14.5 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Administrative Agent for all their its reasonable and documented costs and out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, fees and disbursements and other charges of one New York firm of counsel to the Agents Administrative Agent and one local counsel, as necessary, in each appropriate jurisdiction and filing and recording fees and expenses, with statements with respect to the Backstop Partiesforegoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Backstop Party, Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAdministrative Agent, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and the Administrative Agent fromharmless from all documentary and similar Taxes and charges in respect of the Loan Documents, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent the Administrative Agent, their respective affiliates, and their respective officers, directors, officers, employees, trusteesagents, investment advisors and agents controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, includingincluding any claim, without limitationlitigation, 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of the Borrower, any of its Subsidiaries Group Member or any of the Real Estate Property and the reasonable documented 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 such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent attributable such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to (i) have resulted from the gross negligence or willful misconduct of such Indemnitee, and provided, further, that this Section 9.5(d) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. Without limiting the party foregoing, and to be indemnified as determined in 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 for any matters arising from the Transactions, that any of them might have by statute or otherwise against any Indemnitee, except to the extent such rights are asserted against an Indemnitee found by a final and non-appealable judgment by decision of a court of competent jurisdiction to have engaged in gross negligence or willful misconduct, for claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses resulting from such gross negligence or willful misconduct. 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 non-appealable 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 9.5 shall be payable not later than ten (ii10) disputes among days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to Xxxx Xxxxxxxxx (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 9.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party agrees The Company and the Co-Borrower jointly and severally agree (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred after the Closing Date in connection with the development, preparation, negotation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, therewith including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAdministrative Agent’s counsel, (b) to pay or reimburse each Backstop PartyLender, Lender Agent and Agent Letters of Credit Issuers for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender Lender, the Agents and each Letter of counsel to the AgentsCredit Issuer, (c) subject to the Agreed Security Principles, to pay, indemnify, and hold harmless each Backstop PartyLender, Lender each Letter of Credit Issuer and Agent from, any and all recording and filing fees incurred on or after the Closing Date and (d) to pay, indemnify, and hold harmless each Lender Lender, Letter of Credit Issuer and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and (except in the case of each Agent and Letter of Credit Issuer) administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the any violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the any Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Company and the Co-Borrower shall have no obligation hereunder to the Administrative Agent Agent, any Lender or any Lender Letter of Credit Issuer nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court or any of competent jurisdiction its Related Parties or (ii) disputes among the Administrative Agent, the Lenders Lenders, the Letters of Credit Issuers and/or their transferees. All amounts payable under this Section 13.6 shall be paid within ten Business Days of receipt by the Company or the Co-Borrower (as the case may be) of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 14.5 13.6 shall survive resignation of any Agent, the replacement of any Lender or Letter of Credit Issuer, the termination of the Total Commitments and repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Parent Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties Administrative Agent and the Lenders Other Representatives for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation execution and execution delivery of, and any amendment, supplement supplement, waiver or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocationsyndication of the Revolving Credit Commitments, Tranche B Term Loan Commitments and Tranche B Term Loans (including the reasonable expenses of the Administrative Agent’s due diligence investigation) and the monitoring of the Collateral) contemplated hereby and thereby, including including, without limitation, the reasonable fees, expenses and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, with respect to fees and other charges of expenses incurred on or prior to February 15, 2004, and thereafter White & Case LLP, and consultants and local and foreign counsel to whose retention is approved by the Agents and the Backstop PartiesParent Borrower, (b) to pay or reimburse each Backstop PartyLender, Lender each Other Representative and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAdministrative Agent, the Other Representatives and the several Lenders, and any reasonable Environmental Costs incurred by any of them arising out of or in any way relating to any Loan Party or any property in which any Loan Party has had any interest at any time, (c) to pay, indemnify, and indemnify and hold harmless each Backstop PartyLender, Lender the Administrative Agent and Agent fromthe Other Representatives from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 indemnify and hold harmless each Lender Lender, the Administrative Agent and Agent the Other Representatives (and their respective directors, trustees, officers, employees, trusteesaffiliates, investment advisors controlling persons, agents, successors and agents assigns) from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever (whether or not caused by any such Person’s own negligence (other than gross negligence) and including, including without limitation, the reasonable fees and documented fees, disbursements and other charges of counsel, ) with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documentsdocuments (regardless of whether the Administrative Agent, any such Other Representative or any Lender is a party to the litigation or other proceeding giving rise thereto and regardless of whether any such litigation or other proceeding is brought by the Parent Borrower or any other Person), including, without limitation, any of the foregoing relating to the violation of, noncompliance with with, or liability under, any Environmental Law Laws or to any actual orders, requirements or alleged presence, release or threatened release demands of Hazardous Materials involving or attributable Governmental Authorities related thereto applicable to the operations of the Parent Borrower, any of its Subsidiaries or any of the Real Estate facilities and properties owned, leased or operated by the Parent Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Parent Borrower shall not have no any obligation hereunder to the Administrative Agent Agent, any such Other Representative or any Lender nor any of their respective directors, officers, employees and agents with respect to Environmental Costs or indemnified liabilities to the extent attributable to arising from (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final Administrative Agent, any Other Representative or any such Lender (or any of their respective directors, trustees, officers, employees, agents, successors and non-appealable judgment by a court of competent jurisdiction assigns) or (ii) disputes among claims made or legal proceedings commenced against the Administrative Agent, any Other Representative or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. Notwithstanding the Lenders and/or their transfereesforegoing, except as provided in clauses (b) and (c) above, the Parent Borrower shall have no obligation under this subsection 11.5 to the Administrative Agent, any Other Representative or any Lender with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 14.5 subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties Agents and the Lenders Lead Arrangers for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotation execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the Commitment Reallocation) syndication of the Term Loan Commitments contemplated hereby and thereby) and (iii) efforts to monitor the Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral in accordance with the terms of the Loan Documents, and (2) the reasonable feesand documented fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, disbursements and such other charges special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of counsel to an Event of Default) is approved by the Agents and the Backstop PartiesBorrower, (b) to pay or reimburse each Backstop PartyLender, Lender the Lead Arrangers and Agent the Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Agents (limited to one firm of counsel for the Agents and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify, or reimburse each Lender, the Lead Arrangers and the Agents for, and hold each Lender, the Lead Arrangers and the Agents harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, indemnifyindemnify or reimburse each Lender, the Lead Arrangers, each Agent, and each Related Party of any of the foregoing persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable whatsoever (in the case of fees and documented fees, disbursements and other charges of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Loans, or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, Borrower or any of its Subsidiaries or any property or facility owned, leased or operated by the Borrower or any of the Real Estate its Subsidiaries (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided that such Credit Party the Borrower shall not have no any obligation hereunder to the Administrative Agent any Agent, any Lead Arranger or any Lender nor (or any Related Party of their respective directorsany such Agent, officers, employees and agents Lead Arranger or Lender) with respect to indemnified liabilities to the extent attributable to Indemnified Liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified (as determined in a final and non-appealable judgment by a court of competent jurisdiction in a final and nonappealable judgment) of such Agent or Lender (or any Related Party of such Agent or Lender), (ii) disputes among claims made or legal proceedings commenced against any Agent, Lead Arranger or Lender (or any Related Party of any thereof) 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, (iii) any material breach of any Loan Document by such Agent, Lead Arranger or Lender (or any Related Party of any thereof) as determined by a court of competent jurisdiction in a final and nonappealable decision or (iv) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. To the fullest extent permitted under applicable law, neither the Borrower nor any Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. All amounts due under this subsection 10.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 10.5 shall be submitted to the address of the Borrower set forth in subsection 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Lenders and/or their transfereesBorrower shall have no obligation under this subsection 10.5 to any Indemnitee with respect to any Taxes imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 14.5 subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party agrees The Borrowers, jointly and severally, agree (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses (other than Taxes) incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of this Agreement and the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop PartyLender, Lender the Collateral Agent and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, Collateral Agent and the Administrative Agent and (c) to pay, indemnify, and hold harmless each Backstop PartyLender, Lender the Collateral Agent and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and the Administrative Agent and their respective directors, officers, employees, trustees, investment advisors trustees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, excluding any Taxes (other than Taxes representing losses or damages with respect to any non-Tax claims), including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and, with respect to each Agent and its directors, officers, employees, trustees and agents, administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of the Borrowers, any of the Subsidiaries or any of the Real Estate, including any of the foregoing arising out of or based on any Environmental Claim related to the Borrowers or any actual or alleged presence, release Release, or threatened release threat of Release of Hazardous Materials involving or attributable applicable to the operations of the Borrower, any of its Subsidiaries Borrowers or any of the Real Estate (all Subsidiaries,(all the foregoing in this clause (dc), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrowers shall have no obligation hereunder to the Administrative Agent, the Collateral Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) arising from the gross negligence or willful misconduct of the party to be indemnified (as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesjurisdiction). The agreements in this Section 14.5 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, but in each case subject to the limitations of the foregoing, reasonable out-of-pocket costs and expenses incurred in connection with:

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse each of the AgentsAdministrative Agent, the Backstop Parties each Fronting Bank and the Lenders Collateral Agent for all their its reasonable and documented out-of-pocket costs and expenses reasonably incurred in connection with (i) the development, negotiation, preparation, negotation execution and execution ofdelivery of this Agreement, and any amendmentthe Notes, supplement or modification to, this Agreement and the other Letters of Credit Documents and any other documents prepared in connection herewith or therewith, including any amendment, supplement or modification to any of the foregoing and (ii) the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including and the reasonable fees, and documented out-of-pocket fees and disbursements and other charges of one counsel to the Agents Administrative Agent, the Collateral Agent and the Backstop PartiesJoint Lead Arrangers, taken as a whole (and, to the extent necessary, one local counsel in each relevant jurisdiction for all such entities, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole), and security interest filing and recording fees and expenses, (b) to pay or reimburse the Administrative Agent, the Collateral Agent, each Backstop Party, Fronting Bank and each Lender and Agent for all its reasonable and documented out-of-pocket costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the Letters of Credit, the other Credit Loan Documents and any such other documentsdocuments following the occurrence and during the continuance of an Event of Default, including without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of one counsel to the AgentsAdministrative Agent, the Collateral Agent, the Fronting Banks and the Lenders and each of their respective affiliates, taken as a whole (and, to the extent reasonably necessary, one local counsel in each relevant jurisdiction for all such entities, taken as a whole, and, solely in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole), (c) to pay, indemnify, and indemnify and hold harmless each Backstop PartyLender, Lender each Joint Lead Arranger, each Documentation Agent, the Syndication Agent, the Collateral Agent, each Fronting Bank and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the Letters of Credit, the other Loan Documents and any such other documents (without duplication to payments made pursuant to Section 2.19) and (d) to pay, indemnify, and indemnify and hold harmless each Lender and Lender, each Joint Lead Arranger, the Collateral Agent, the Syndication Agent, each Documentation Agent, each Fronting Bank, the Administrative Agent and each of their respective Affiliates, directors, officers, employees, trusteesrepresentatives, investment advisors partners and agents (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance performance, preservation of rights and administration of this Agreement, the Notes, the Letters of Credit, the other Credit Loan Documents and any such other documentsor the use of the proceeds of the Extensions of Credit, including, including without limitation, arising out of any demand for payment, other presentation, or request under any Letter of Credit or transactions supported by any Letter of Credit or any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of the Borrower, any of its Subsidiaries Loan Parties or any of their respective properties and the Real Estate reasonable and documented out-of-pocket fees and expenses of one legal counsel for the Indemnitees 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 such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Indemnitee with respect to indemnified liabilities to the extent attributable (x) determined by the final judgment of a court of competent jurisdiction to (i) have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of such Indemnitee’s Related Persons, (y) resulting from a material breach by such Indemnitee or any of such Indemnitee’s Related Persons of its material obligations under this Agreement or the party other Loan Documents or (z) related to any dispute solely among Indemnitees other than any claims against any Indemnitee in its capacity or in fulfilling its role as an Agent, a Joint Lead Arranger or any similar role under this Agreement and the other Loan Documents and other than any claims involving any act or omission on the part of the Borrower or its Subsidiaries; provided, further, that the Borrower shall in no event be responsible for consequential, indirect, special or punitive damages to any Indemnitee pursuant to this Section 9.5 except such consequential, indirect, special or punitive damages required to be paid by such Indemnitee in respect of any indemnified liabilities. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to 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 Loan Party nor any of their respective Subsidiaries shall assert, and each Loan Party hereby waives, on behalf of itself and its Subsidiaries, any claim against each Lender, the Fronting Bank, each Documentation Agent, the Syndication Agent, each Joint Lead Arranger, each Agent and their respective affiliates, directors, officers, employees, attorneys, representatives, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as determined opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees, on behalf of themselves and each of their respective Subsidiaries, not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. All amounts due under this Section 9.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Treasurer of the Borrower (Telecopy No. 713-353-9144), at the address of the Borrower set forth in Section 9.2 (with copies (which shall not constitute notice) to the Associate General Counsel of the Borrower at the respective addresses set forth in Section 9.2), or to such other Person or address as may be hereafter designated by the Borrower in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among written notice to the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, Agent for the Backstop Parties and the Lenders for all their reasonable out-of-pocket costs and expenses of its counsel incurred in connection with the development, preparation, negotation preparation and execution of, of the Credit Documents and the consummation of the transactions 66 contemplated thereby in an amount not to exceed $10,000 and to pay or reimburse the Agent for all of its reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with any amendment, supplement or modification to, this Agreement and to the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop Parties, (btherewith,(b) to pay or reimburse each Backstop Party, Lender and the Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this AgreementCredit Agreement and any other Credit Documents, including, without limitation, the other Credit Documents reasonable fees and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the AgentsAgent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold harmless each Backstop Party, Lender and the 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, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and the Agent and their respective directorsAffiliates, officers, employeesdirectors, trusteesshareholders, investment advisors employees and agents harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Loans (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilities”"Indemnified Liabilities"); provided provided, however, that such Credit Party the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the party to be indemnified as Agent or any such Lender, (ii) legal proceedings commenced against or disputes among the Agent or any Lender by any other Lender or its participants or the Agent, or (iii) the violation by the Agent or any such Lender of an express provision of the Credit Documents, if so determined in by a final and non-appealable judgment by of a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesjurisdiction. The agreements in this Section 14.5 11.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP, one local counsel in each relevant local jurisdiction and such additional counsel to the Agents and extent consented to by the Backstop PartiesBorrower, (b) to pay or reimburse each Backstop PartyLender, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of one counsel to the AgentsAdministrative Agent, Collateral Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), (c) to pay, indemnify, and hold harmless each Backstop PartyLender, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender Lender, and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel and one local counsel in each relevant jurisdiction to such indemnified Persons (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Person may retain its own counsel), related to the Dividend Transactions or with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials or any other Environmental Claims involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities to the extent attributable to (i) the bad faith, gross negligence or willful misconduct of, or material breach of the Credit Documents by, the party to be indemnified as determined or any of its Related Parties. All amounts payable under this Section 14.5 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in a final and non-appealable judgment by a court reasonable detail. No Person indemnified under this Section 14.5 shall be liable for any special, indirect, consequential or punitive damages relating to this Agreement or any other Credit Document or arising out of competent jurisdiction its activities in connection herewith or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereestherewith. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Company agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their actual and reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Cravath, Swaine & Mxxxx LLP and one counsel in each other relevant local jurisdiction to the Agents and extent consented to by the Backstop PartiesCompany, (b) to pay or reimburse each Backstop Party, Lender and each Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of one counsel to the AgentsAdministrative Agent and the Collateral Agent (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel) and one counsel for the Lenders (unless there is an actual or perceived conflict of interest in which case each Lender affected thereby may retain its own counsel), (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees fees, and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel) and one counsel for the Lenders (unless there is an actual or perceived conflict of interest in which case each Lender affected thereby may retain its own counsel), related to the Transactions or with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials or any other Environmental Claims involving or attributable to the operations of the BorrowerCompany, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilities”); , provided that such Credit Party the Company shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities to the extent attributable to (i) the bad faith, gross negligence or willful misconduct of, or material breach of the Credit Documents by, the party to be indemnified as determined or any of its Related Parties. All amounts payable under this Section 15.5 shall be paid within ten Business Days of receipt by the Company of an invoice relating thereto setting forth such expense in a final and non-appealable judgment by a court reasonable retail. No Person indemnified under this Section 15.5 shall be liable for any special, indirect, consequential or punitive damages relating to this Agreement or any other Credit Document or arising out of competent jurisdiction its activities in connection herewith or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereestherewith. The agreements in this Section 14.5 15.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties Agents and the Lenders Other Representatives for (1) all their reasonable out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotation execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the Commitment Reallocationsyndication of the 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) (i) the reasonable feesfees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, disbursements and such other charges special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of counsel to an Event of Default) is approved by the Agents and the Backstop PartiesBorrower, (b) to pay or reimburse each Backstop PartyLender, Lender the Lead Arrangers, the LC Facility Issuing Bank and Agent the Agents for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAgents and the Lenders, (c) to pay, indemnifyindemnify or reimburse each Lender, the Lead Arrangers, the LC Facility Issuing Bank and the Agents for, and hold each Lender, the Lead Arrangers, the LC Facility Issuing Bank and the Agents harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with 164 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, the Lead Arrangers, the LC Facility Issuing Bank, each Agent, their respective affiliates, and their respective officers, directors, employees, shareholders, members, partners, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Term Loans, the LC Facility Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Real Estate property of the Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided that such Credit Party the Borrower shall not have no any obligation hereunder to the Administrative Agent Agent, any other Agent, any LC Facility Issuing Bank, any Lead Arranger or any Lender nor (or any of their respective affiliates, or any of their respective officers, directors, officersemployees, employees shareholders, members, partners, agents and agents controlling persons) with respect to indemnified liabilities to the extent attributable to Indemnified Liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified (as determined in a final and non-appealable judgment by a court of competent jurisdiction in a final non-appealable decision, or by settlement tantamount thereto) of the Administrative Agent, any such other Agent, any LC Facility Issuing Bank, any such Lead Arranger or any such Lender (or any of their respective affiliates, or any of their respective officers, directors, employees, shareholders, members, partners, agents and controlling persons), (ii) claims made or legal proceedings commenced against the Administrative Agent, any other Agent, any LC Facility Issuing Bank, any Lead Arranger or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, (iii) any material breach of any Loan Document by the party to be indemnified or (iiiv) disputes among the Administrative Agent, any LC Facility Issuing Bank, the Lenders and/or their transferees. To the fullest extent permitted under applicable law, no Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. All amounts due under this subsection 10.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 10.5 shall be submitted to the address of the Borrower set forth in subsection 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Borrower shall have no obligation under this subsection 10.5 to any Indemnitee with respect to any Taxes imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 14.5 subsection 10.5 shall survive repayment of the Loans Term Loans, the LC Facility Participations and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable and documented costs, fees and expenses associated with the initial collateral appraisal and field examination and all subsequent appraisals, examinations or updates to the extent set forth in Section 9.14 and the reasonable fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP, one local counsel in each relevant local jurisdiction and such additional counsel to the Agents and extent consented to by the Backstop PartiesBorrower, (b) to pay or reimburse each Backstop PartyLender, Lender Letter of Credit Issuer and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of one counsel to the AgentsAdministrative Agent, Collateral Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), (c) to pay, indemnify, and hold harmless each Backstop PartyLender, Lender Letter of Credit Issuer and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender Lender, Letter of Credit Issuer and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel and one local counsel in each relevant jurisdiction to such indemnified Persons (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Person may retain its own counsel), related to the Transactions or with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials or any other Environmental Claims involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities to the extent attributable to (i) the bad faith, gross negligence or willful misconduct of, or material breach of the Credit Documents by, the party to be indemnified as determined or any of its Related Parties (other than its trustees and advisors). All amounts payable under this Section 14.5 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in a final and non-appealable judgment by a court reasonable detail. No Person indemnified under this Section 14.5 shall be liable for any special, indirect, consequential or punitive damages relating to this Agreement or any other Credit Document or arising out of competent jurisdiction its activities in connection herewith or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereestherewith. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party agrees The Company and the Co-Borrower jointly and severally agree (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-of- pocket costs and expenses incurred after the Closing Date in connection with the development, preparation, negotation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, therewith including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAdministrative Agent’s counsel, (b) to pay or reimburse each Backstop PartyLender, Lender Agent and Agent Letters of Credit Issuers for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender Lender, the Agents and each Letter of counsel to the AgentsCredit Issuer, (c) subject to the Agreed Security Principles, to pay, indemnify, and hold harmless each Backstop PartyLender, Lender each Letter of Credit Issuer and Agent from, any and all recording and filing fees incurred on or after the Closing Date and (d) to pay, indemnify, and hold harmless each Lender Lender, Letter of Credit Issuer and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and (except in the case of each Agent and Letter of Credit Issuer) administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the any violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the any Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Company and the Co-Borrower shall have no obligation hereunder to the Administrative Agent Agent, any Lender or any Lender Letter of Credit Issuer nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court or any of competent jurisdiction its Related Parties or (ii) disputes among the Administrative Agent, the Lenders Lenders, the Letters of Credit Issuers and/or their transferees. All amounts payable under this Section 13.6 shall be paid within ten Business Days of receipt by the Company or the Co-Borrower (as the case may be) of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 14.5 13.6 shall survive resignation of any Agent, the replacement of any Lender or Letter of Credit Issuer, the termination of the Total Commitments and repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Parent Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties Agents and the Lenders Other Representatives for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotation execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the Commitment Reallocation) 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 feesand documented fees and disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp, disbursements and such other charges special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of counsel to an Event of Default) is approved by the Agents and the Backstop PartiesParent Borrower, (b) to pay or reimburse each Backstop PartyLender, Lender each Issuing Lender, the Lead Arrangers, the Syndication Agents, the Documentation Agents and Agent the Agents for all its their reasonable and documented out of pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAgents (limited to one firm of counsel for the Agents and, 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 unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)), (c) to pay, indemnifyindemnify or reimburse each Lender, each Issuing Lender, the Lead Arrangers, each Syndication Agent, each Documentation Agent, each Agent, their respective affiliates, and their respective officers, directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable whatsoever (in the case of fees and documented fees, disbursements and other charges of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the BorrowerParent Borrower or any of its Subsidiaries, any property or facility owned, leased or operated by the Parent Borrower or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (dc), collectively, the “indemnified liabilitiesIndemnified 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 that such Credit Party any Borrower shall not have no any obligation hereunder to the Administrative Agent, any other Agent or any Lender nor 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 employees, agents, successors and agents with respect to indemnified liabilities assigns), to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as such Indemnified Liabilities are determined in a final and non-appealable judgment by a court of competent jurisdiction by a final and nonappealable 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 (iiiv) disputes among the Administrative Agent, the Lenders Lenders, an Issuing Lender and/or their transfereestransferees not arising from any act or omission on the part of any Loan Party. To the fullest extent permitted under applicable law, no Indemnitee shall be liable for any consequential, special, indirect or punitive damages in connection with the Facilities. All amounts due under this subsection shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 11.5 shall be submitted to the address of the Borrowers set forth in subsection 11.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, 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 14.5 subsection shall survive repayment of the Revolving Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties Agents and the Lenders Lead Arrangers for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotation execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the Commitment Reallocation) syndication of the Term Loan Commitments contemplated hereby and thereby) and (iii) efforts to monitor the Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral in accordance with the terms of the Loan Documents, and (2) the reasonable feesand documented fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, disbursements and such other charges special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of counsel to an Event of Default) is approved by the Agents and the Backstop PartiesBorrower, (b) to pay or reimburse each Backstop PartyLender, Lender the Lead Arrangers and Agent the Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Agents (limited to one firm of counsel for the Agents and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify, or reimburse each Lender, the Lead Arrangers and the Agents for, and hold each Lender, the Lead Arrangers and the Agents harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, indemnifyindemnify or reimburse each Lender, the Lead Arrangers, each Agent, and each Related Party of any of the foregoing persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable whatsoever (in the case of fees and documented fees, disbursements and other charges of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Loans, or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, Borrower or any of its Subsidiaries or any property or facility owned, leased or operated by the Borrower or any of the Real Estate its Subsidiaries (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided that such Credit Party the Borrower shall not have no any obligation hereunder to the Administrative Agent any Agent, any Lead Arranger or any Lender nor (or any Related Party of their respective directorsany such Agent, officers, employees and agents Lead Arranger or Lender) with respect to indemnified liabilities to the extent attributable to Indemnified Liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified (as determined in a final and non-appealable judgment by a court of competent jurisdiction in a final and nonappealable judgment) of such Agent or Lender (or any Related Party of such Agent or Lender), (ii) disputes among claims made or legal proceedings commenced against any Agent, Lead Arranger or Lender (or any Related Party of any thereof) 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, (iii) any material breach of any Loan Document by such Agent, Lead Arranger or Lender (or any Related Party of any thereof) as determined by a court of competent jurisdiction in a final and nonappealable decision or (iv) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. To the fullest extent permitted under applicable law, neither the Borrower nor any Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. All amounts due under this subsection 10.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 10.5 shall be submitted to the address of the Borrower set forth in subsection 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Lenders and/or their transferees. The agreements in this Section 14.5 Borrower shall survive repayment of the Loans and all other amounts payable hereunder.have no obligation under this

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable and documented out-of-pocket costs and expenses (other than Taxes) incurred in connection with the developmentsyndication, preparation, negotation negotiation and execution of, and any amendment, waiver, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of this Agreement and the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of one counsel to the Agents and and, if necessary, one local counsel in any applicable jurisdiction, and, solely in the Backstop case of an actual or perceived conflict of interest, one additional firm of counsel for each group of affected Indemnified Parties, (b) to pay or reimburse each Backstop PartyLender, Lender the Collateral Agent 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 (including workout proceedings) under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of one counsel to the AgentsAgents and Lenders and, if necessary, one local counsel in any applicable jurisdiction, and, solely in the case of an actual or perceived conflict of interest, one additional firm of counsel for each group of affected Indemnified Parties and (c) to pay, indemnify, and hold harmless each Backstop PartyLender, Lender the Collateral Agent and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and the Administrative Agent and their respective directors, officers, employees, trustees, investment advisors agents and agents affiliates (the “Indemnified Parties”) 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, excluding any Taxes (other than Taxes representing losses or damages with respect to any non-Tax claims), whether brought by any Credit Party, any stockholder or creditor of any Credit Party, or any other Person, including the reasonable and documented fees, disbursements and other charges of counselone counsel to the Indemnified Parties and, if necessary, one local counsel in any applicable jurisdiction, and, solely in the case of an actual or perceived conflict of interest, one additional firm of counsel for each group of affected Indemnified Parties, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance (and, with respect to each Agent and its directors, officers, employees, trustees and agents, syndication, administration of this Agreement, ) of the other Credit Documents and any such other documentsactual or proposed use of proceeds of any Loan, including, without limitation, including any of the foregoing relating to the violation of, noncompliance in connection with or liability under, arising out of any Environmental Law pres- ence or to any actual or alleged presence, release or threatened release of Hazardous Materials involving at, on, under, to or attributable to the operations of the Borrowerfrom any assets or properties owned, leased or operated by any Credit Party or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of any Credit Party or any of its Subsidiaries, if and to the extent required by law or necessary to preserve the value of any Real Estate Property Collateral (all the foregoing in this clause (dc), collectively, the “indemnified liabilities”); provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Indemnified Parties with respect to indemnified liabilities to the extent attributable to arising from (ix) the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified (as determined in a final and non-appealable judgment by a court of competent jurisdiction jurisdiction) or (iiy) disputes any dispute solely between or among Indemnified Parties other than any claims against an Indemnified Party in its capacity or in fulfilling its role as an administrative agent, collateral agent or arranger or any similar role hereunder (excluding their role as a Lender) and other than any claims arising out of any act or omission of the Administrative Agent, the Lenders and/or their transfereesBorrower or any of its Affiliates. The agreements in this Section 14.5 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Primary Borrower agrees (a) to pay or reimburse each of the AgentsAdministrative Agent, the Backstop Parties German Term Loan Servicing Bank, the Syndication Agent and the Lenders Co-Documentation Agents for all their its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of joint counsel to the Agents Administrative Agent, the German Term Loan Servicing Bank, the Syndication Agent and the Backstop Parties, Co- Documentation Agents; (b) to pay or reimburse each Backstop PartyLender, Lender the German Term Loan Servicing Bank and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Agents, Administrative Agent and the several Lenders; (c) to pay, indemnify, and hold each Lender, the German Term Loan Servicing Bank and the Administrative Agent harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents and (d) to pay, indemnify, and hold harmless each Lender Lender, each Co- Documentation Agent, the Syndication Agent, the German Term Loan Servicing Bank and the Administrative Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, or the use of the proceeds of the Loans and other extensions of credit hereunder, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of the Primary Borrower, any of its Subsidiaries or any of the Real Estate Properties (all the foregoing in this clause (d), collectively, the “"indemnified liabilities”"); , provided that such Credit Party the Primary Borrower shall have no obligation hereunder to the Administrative Agent, the German Term Loan Servicing Bank, the Syndication Agent, either Co-Documentation Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to arising from (i) the gross negligence or willful misconduct of the party to be indemnified Administrative Agent, the German Term Loan Servicing Bank, the Syndication Agent, either Co-Documentation Agent or such Lender, as determined in a final the case may be, (or any of their respective directors, trustees, officers, employees, agents, successors and non-appealable judgment by a court of competent jurisdiction assigns) or (ii) disputes among claims made or legal proceedings commenced against the Administrative Agent, the Lenders and/or their transfereesGerman Term Loan Servicing Bank, the Syndication Agent, either Co-Documentation Agent or any such Lender by any securityholder or creditor thereof arising out of and based upon rights afforded any such securityholder or creditor solely in its capacity as such. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Primary Borrower shall have no obligation under this subsection 17.5 to the Administrative Agent, the German Term Loan Servicing Bank, the Syndication Agent, either Co-Documentation Agent or any Lender with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 14.5 subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties Administrative Agent and the Lenders Arranger for all their reasonable costs and out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, any syndication of the Loans and/or the Commitments, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Agents Administrative Agent and the Backstop PartiesArranger, (b) after the occurrence and during the continuance of a Default, to pay or reimburse the Arranger, the Administrative Agent and each Backstop PartyLender, Lender and Agent for all its their reasonable and documented costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Credit Loan Documents and any such other documentsdocuments or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or of any insolvency or bankruptcy proceeding, including the including, without limitation, reasonable fees, legal fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAdministrative Agent, the Arranger and each Lender and the allocated reasonable cost of internal counsel to the Arranger, the Administrative Agent and each Lender, (c) to pay, indemnify, and indemnify and hold harmless each Backstop PartyLender, Lender the Arranger and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents and (d) to pay, indemnify, and indemnify and hold harmless each Lender Lender, the Arranger and the Administrative Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including, without limitation, the allocated reasonable cost of internal counsel and the reasonable legal fees and disbursements of outside counsel to the Lenders, the Arranger and the Administrative Agent), expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the Notes, the other Credit Loan Documents or the use of the proceeds of the Loans and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate documents (all the foregoing in this clause (d)foregoing, collectively, the “"indemnified liabilities”"); provided , provided, that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent Agent, the Arranger or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) arising from the gross negligence or willful misconduct of the party to be indemnified Administrative Agent, such Arranger or such Lender or their agents or attorneys-in-fact as finally judicially determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesjurisdiction. The agreements in this Section 14.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder. The Administrative Agent, the Arranger 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. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties Administrative Agent and the Lenders other Managing Agents for all their reasonable respective out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the Commitment Reallocation) contemplated hereby syndication of the Revolving Credit Commitments and thereby, Term Loans (including the reasonable feesexpenses of the Administrative Agent's due diligence investigation)), including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Agents Administrative Agent and the Backstop Partiesother Managing Agents, (b) to pay or reimburse each Backstop Party, Lender and the Administrative Agent for all its reasonable and documented their respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the reasonable fees, disbursements allocated fees and other charges expenses of counsel to each Lender and of counsel in-house counsel) to the Agentsrespective Lenders and the Administrative Agent, (c) to pay, indemnify, and hold each Lender, the Administrative Agent, the other Managing Agents and the European Swing Line Administrator harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender Lender, the Administrative Agent, the other Managing Agents and Agent the European Swing Line Administrator and their respective directors, trustees, 111 105 officers, employeesaffiliates, trustees, investment advisors employees and agents harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents or the use or proposed use of the proceeds of the Loans in connection with the transactions contemplated hereby and thereby and any such other documentsdocuments regardless of whether the Administrative Agent or any Lender is a party to the litigation or other proceeding giving rise thereto and regardless of whether any such litigation or other proceeding is brought by the Borrower or any other Person, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate facilities and properties owed, leased or operated by the Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the “"indemnified liabilities”"); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor or any of their respective directors, officers, employees and agents other Person with respect to indemnified liabilities to the extent attributable to (i) arising from the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesseeking indemnification. The agreements in this Section 14.5 subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party of the Borrowers jointly and severally agrees (a) to pay or reimburse the Agents, Agent and each of the Backstop Parties and the Lenders Banks for all their reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification tothe syndication of, this Agreement and Agreement, the Notes, the other Credit Loan Documents and any other documents prepared executed and delivered in connection herewith or therewithherewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Agents and the Backstop PartiesAgent, (b) to pay or reimburse the Agent and each Backstop Partyof the Banks for all its out-of-pocket costs and expenses incurred in connection with any amendment, Lender supplement or modification to this Agreement, the Notes and the other Loan Documents and any other documents executed and delivered in connection therewith, and the administration of the Revolver Facility, including without limitation, the reasonable fees and disbursements of counsel, (c) pay or reimburse the Bank and each Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Credit Loan Documents and any such other documents, including the including, without limitation, reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAgent and to the several Banks, (cd) to pay, indemnify, and hold each Bank and the Agent harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation 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, and (de) to pay, indemnify, and hold each Bank and the Agent harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actionsactions (whether sounding in contract, in tort or on any other ground), judgments, suits, costs, expenses including, without limitation, reasonable attorneys’ fees or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of or in any other way arising out of or relating to, this Agreement, the Notes, the other Credit Loan Documents and or any such other documents, documents contemplated by or referred to herein or therein or any action taken by any Bank or the Agent with respect to the foregoing 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable Laws applicable to the operations of the Borrower, any of its Borrowers or their Subsidiaries or any of the Real Estate (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilities”); provided , provided, that such Credit Party the Borrowers shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Bank with respect to indemnified liabilities to the extent attributable to (i) arising from the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereessuch person. The agreements in this Section 14.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party Regardless of whether or not the transactions contemplated hereby are consummated, the Borrower agrees (subject, in each case, to any fee arrangements) (a) to pay or reimburse the AgentsSecurity Trustee, the Backstop Parties Agent and the Lenders for all their of its reasonable out-of-pocket costs and expenses incurred in connection with the developmentnegotiation, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, of this Agreement and the other Credit Documents Basic Agreements and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including including, without limitation, any and all filing or recordation fees, the fees of the insurance advisor and the reasonable fees, fees and disbursements and other charges of counsel to the Agents Security Trustee, the Agent and the Backstop PartiesLenders and of special Belgian, Dutch and Singapore counsel, (b) to pay or reimburse each Backstop Partythe Security Trustee, Lender the Agent and the Lenders for all of its reasonable out-of-pocket costs and expenses incurred in connection with any amendment, supplement or modification to this Agreement and the other Basic Agreements requested by the Borrower or another Borrower Person, including without limitation, the reasonable fees and disbursements of counsel to the Security Trustee, the Agent and the Lenders and of special Belgian, Dutch and Singapore counsel, (c) to pay or reimburse the Security Trustee, the Agent and the Lenders 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 Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5), performance and administration of this Agreement, the other Credit Documents Basic Agreements and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Security Trustee, the Agent and the Lenders, (d) to pay, indemnify, and hold the Security Trustee, the Agent and the Lenders harmless for, from and against any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable in connection with the execution and delivery of, or consummation of any of the foregoing relating to the violation transactions contemplated by, or any amendment, supplement or modification of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing waiver or consent under or in respect of, this clause (d), collectivelyAgreement, the “indemnified liabilities”); provided that other Basic Agreements and any such Credit Party shall have no obligation hereunder other documents requested by the Borrower or another Borrower Person, (e) to pay all costs and expenses of establishing and maintaining the Administrative Agent or any Lender nor any of their respective directors, officers, employees Borrower and agents with respect (f) to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party pay all costs and expenses expressed to be indemnified as determined payable by the Borrower in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesLocal Mortgage. The agreements in this Section 14.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder. Unless otherwise specifically provided herein, such expenses shall be paid by wire transfer of immediately available funds to the Agent and the relevant Lender as soon as reasonably practicable, but in any event within 10 days after the Agent’s or such Lender’s request for such reimbursement or payment.

Payment of Expenses and Taxes. Each Credit Party The Company agrees (a) to pay or reimburse the Agents, the Backstop Parties Secured Creditor and the Lenders Collateral Agent for all their reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Note, the Intercreditor Agreement, and the other Credit Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, fees and disbursements and other charges of counsel to the Agents Secured Creditor and counsel to Collateral Agent, and the Backstop Partiesreasonable allocated costs of in-house counsel to Secured Creditor and in-house counsel to Collateral Agent, (b) to pay or reimburse each Backstop Party, Lender Secured Creditor and Collateral Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Note, the Intercreditor Agreement, the other Credit Transaction Documents and any such other documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender Secured Creditor and of counsel to Collateral Agent, and the Agentsreasonable allocated costs of in-house counsel to Secured Creditor and in-house counsel to Collateral Agent, (c) to pay, indemnify, and hold Secured Creditor and Collateral Agent harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees, any and all Florida documentary stamp taxes and Florida intangible personal property taxes and any and all other stamp, excise and other taxes (other than any taxes which are determined based solely upon the income or revenues of Secured Creditor or Collateral Agent), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by this Agreement, the Note, the other Transaction Documents, and any such other documents, and any and all liabilities with respect to, or resulting from any delay in paying any of such fees and taxes, (d) to pay the costs of furnishing all opinions of counsel for the Company, or obtaining technical assistance advisories, required hereunder, (e) to pay the costs of obtaining any required consents, amendments, waivers or other modifications to the Foothill Loan Documents and the agreements governing the Unsecured Cash Flow Notes, and any other agreements, (f) to pay the costs and expenses incurred to continue the perfection of any Liens in favor of Secured Creditor and Collateral Agent pursuant to any of the Security Documents, including the costs of title searches, title insurance premiums, UCC searches and UCC filing charges, (g) to pay, indemnify, and hold each Secured Creditor and Collateral Agent harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the Note, the Intercreditor Agreement, the other Credit Documents Transaction Documents, and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate documents (all the foregoing in this clause (d)foregoing, collectively, the “"indemnified liabilities”"); provided , provided, that such Credit Party the Company shall have no obligation hereunder to the Administrative Collateral Agent or any Lender nor any of their respective directorsSecured Creditor, officers, employees and agents with respect to indemnified liabilities to the extent attributable to arising from (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction Collateral Agent or Secured Creditor, or (ii) disputes among legal proceedings commenced against Secured Creditor by any Transferee (as defined in Section 10.6), and (h) to pay or reimburse Secured Creditor and Collateral Agent for all out-of-pocket costs and expenses incurred in connection with any change of counsel to Collateral Agent pursuant to Section 10.18, including the Administrative reasonable fees and disbursements of counsel to Secured Creditor, the replaced counsel to Collateral Agent, and the Lenders and/or their transfereesnew counsel to Collateral Agent, and the reasonable allocated costs of in-house counsel to Secured Creditor and in-house counsel to Collateral Agent. The agreements in this Section 14.5 shall survive repayment of the Loans Note and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agent for all their its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents (including, without limitation, the Security Agreement) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including together with the reasonable fees, fees and disbursements and other charges of counsel to the Agents and the Backstop PartiesAgent, (b) to pay out-of-pocket expenses, including reasonable attorneys’ fees, incurred by each Lender in connection with the negotiation, preparation and execution of the Credit Documents, not to exceed $2,500 for each Lender, and reasonable expenses, including reasonable attorneys’ fees, in connection with any future amendments or modifications hereto, (c) to pay or reimburse each Backstop Party, Lender and the 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 Credit Agreement and any other Credit Documents (including, without limitation, the Security Agreement), including, without limitation, the reasonable fees and disbursements of a single primary counsel (and up to one local counsel in each applicable local jurisdiction and any applicable regulatory counsel) representing the Agent and the Lenders (including reasonable allocated costs of in-house legal counsel); provided, that if the Agent or a Lender (or its counsel) determines that it would create actual or potential conflicts of interest to not have individual counsel, the Agent and such other documents, including Lender may have its own counsel for which they shall be reimbursed in accordance with the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agentsforegoing, (cd) on demand (together with a calculation or explanation, as applicable, of the amount demanded), to pay, indemnify, and hold harmless each Backstop Party, Lender and the 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, 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, the Credit Documents and any such other documents, and (de) to pay, indemnify, and hold harmless each Lender and the Agent and their respective directorsAffiliates, officers, employeesdirectors, trusteesshareholders, investment advisors employees and agents harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever arising from any action, including reasonable and documented fees, disbursements and other charges of counsel, claim or proceeding with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Loans (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that such Credit Party the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the party to be Agent or any such Lender, as applicable, (ii) legal proceedings commenced against or disputes among the indemnified as parties by any other indemnified parties or its participants, or (iii) the violation by the Agent or any such Lender of an express provision of the Credit Documents, if so determined in by a final and non-appealable judgment by of a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesjurisdiction. The agreements in this Section 14.5 11.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunderunder the Credit Documents.

Payment of Expenses and Taxes. Each The Borrower agrees to the extent not otherwise reimbursed or paid by any Credit Party agrees pursuant to any other Credit Document (aincluding the MSG Mortgage) to to: (i) whether or not the transactions herein contemplated are consummated, pay or reimburse the Agents, the Backstop Parties and the Lenders for all their reasonable out-of-pocket costs and expenses incurred of the Administrative Agent in connection with the developmentnegotiation, preparation, negotation execution and execution of, delivery of the Credit Documents (including the MSG Mortgage) and the documents and instruments referred to therein and any amendment, supplement waiver or modification to, this Agreement consent relating thereto and of the Administrative Agent and each of the Lenders in connection with the enforcement of the Credit Documents (including the MSG Mortgage) and the other Credit Documents documents and any other documents prepared in connection herewith or therewith, instruments referred to therein and the consummation and administration of the transactions contemplated hereby or thereby (including the Commitment Reallocation) contemplated hereby reasonable fees and thereby, including the reasonable fees, disbursements and other charges of counsel to for the Agents and the Backstop Parties, Administrative Agent); (bii) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold each of the Lenders harmless each Backstop Party, Lender from and Agent from, against any and all recording and filing fees and (d) any and all present and future stamp and other similar taxes with respect to pay, indemnify, the foregoing matters and hold save each of the Lenders harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, damages or expenses or disbursements incurred by any of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, them with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of, or in any other way arising out of this Agreementor relating to, any Credit Document (including the other MSG Mortgage) or the use of the proceeds of any Loans hereunder or the Transaction or the consummation of any transactions contemplated in any Credit Documents Document (including the MSG Mortgage), including the reasonable fees and disbursements of counsel in connection therewith (but excluding any such other documentslosses, includingliabilities, without limitationclaims, any of the foregoing relating to the violation of, noncompliance with damages or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that such Credit Party shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities expenses to the extent attributable to (i) incurred by reason of the gross negligence or willful misconduct of the party Person to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesindemnified). The agreements in this Section 14.5 subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agent for all their its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Agents and the Backstop PartiesAgent, (b) to pay or reimburse each Backstop Party, Lender and the Agent for all its reasonable and documented costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5), performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, any the reasonable fees and disbursements of the foregoing relating counsel to each Lender and of counsel to the violation ofAgent, noncompliance with or liability under(c) without duplication of amounts payable pursuant to Sections 4.9 and 4.10, any Environmental Law or to any actual or alleged presenceTO PAY, release or threatened release of Hazardous Materials involving or attributable to the operations of the BorrowerINDEMNIFY, any of its Subsidiaries or any of the Real Estate AND HOLD EACH LENDER AND THE 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 TAXES, IF ANY, WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND (all the foregoing in this clause D) WITHOUT DUPLICATION OF AMOUNTS PAYABLE PURSUANT TO SECTIONS 4.9 AND 4.10, TO PAY, INDEMNIFY, AND HOLD EACH LENDER, EACH ISSUING LENDER AND THE AGENT, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, ADVISORS, AGENTS AND CONTROLLING PERSONS (dEACH, AN "INDEMNITEE"), collectivelyHARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, the “indemnified liabilities”OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS OR THE USE OF THE PROCEEDS OF THE LOANS (ALL THE FOREGOING IN THIS CLAUSE (D); provided that such Credit Party shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officersCOLLECTIVELY, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative AgentTHE "INDEMNIFIED LIABILITIES"), the Lenders and/or their transfereesPROVIDED, THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PARTIES HEREUNDER AGAINST THEIR OWN NEGLIGENCE, AND FURTHER PROVIDED THE BORROWER SHALL HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED LIABILITIES ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF OR BREACH OF THIS AGREEMENT BY SUCH INDEMNITEE. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunderTHE AGREEMENTS IN THIS SECTION SHALL SURVIVE REPAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.

Payment of Expenses and Taxes. Each Credit Party agrees The Borrower and the Canadian Borrower agree (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors trustees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower and the Canadian Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as to the extent so determined in a final and the final, non-appealable appelable judgment by of a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party of the Borrowers jointly and severally agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Administrative Agent for all their reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification tothe syndication of, this Agreement and Agreement, the Notes, the other Credit Loan Documents and any other documents prepared executed and delivered in connection herewith or therewithherewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Agents and the Backstop PartiesAdministrative Agent, (b) to pay or reimburse each Backstop Party, Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with any amendment, supplement or modification to (or proposed amendment, supplement or modification to) this Agreement, the Notes and the other Loan Documents and any other documents executed and delivered in connection therewith, and the administration of this Agreement, the other Loan Documents and the credit facility provided herein, including without limitation, the reasonable fees and documented disbursements of counsel, (c) pay or reimburse the Administrative Agent and each Lender for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Credit Loan Documents and any such other documentsdocuments (including all such out-of-pocket expenses incurred during any actual or attempted workout, including restructuring or negotiations in respect of the Loans, Letters of Credit or other Obligations), including, without limitation, reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAdministrative Agent and to the several Lenders, (cd) to pay, indemnify, and hold harmless each Backstop PartyLender, the Administrative Agent, the Swing Line Lender, each Issuing Lender and Agent each of their respective Affiliates and the Related Parties of such Persons and of such Person’s Affiliates (collectively, the “Indemnitees”) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation 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, and (de) to pay, indemnify, and hold each Indemnitee harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actionsactions (whether sounding in contract, in tort or on any other ground), judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of or in any other way arising out of or relating to, this Agreement, the Notes, the other Credit Loan Documents and or any such other documentsdocuments contemplated by or referred to herein or therein or any action taken by any Lender, Issuing Lender or the Administrative Agent with respect to the foregoing 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable Laws applicable to the operations of the Borrower, any of its Borrowers or their Subsidiaries or any of the Real Estate (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilities”); provided , provided, that such Credit Party the Borrowers shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) arising from the gross negligence or willful misconduct of such person. To the party fullest extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any indemnified person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to be indemnified direct or actual damages) arising out of, in connection with, or as determined in a final and non-appealable judgment by a court of competent jurisdiction result of, this Agreement, any other Loan Document or (ii) disputes among the Administrative Agentany agreement or instrument contemplated hereby, the Lenders and/or their transfereestransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The agreements in this Section 14.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Company agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their actual and reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Cravath, Swaine & Mxxxx LLP and one counsel in each other relevant local jurisdiction to the Agents and extent consented to by the Backstop PartiesCompany, (b) to pay or reimburse each Backstop PartyLender, Lender Letter of Credit Issuer and each Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of one counsel to the AgentsAdministrative Agent and the Collateral Agent (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel) and one counsel for the Lenders (unless there is an actual or perceived conflict of interest in which case each Lender affected thereby may retain its own counsel), (c) to pay, indemnify, and hold harmless each Backstop PartyLender, Lender Letter of Credit Issuer and Agent from, any and all recording and filing fees fees, and (d) to pay, indemnify, and hold harmless each Lender Lender, Letter of Credit Issuer and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel) and one counsel for the Lenders (unless there is an actual or perceived conflict of interest in which case each Lender affected thereby may retain its own counsel), and one counsel to the Letter of Credit Issuer, related to the Transactions or with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials or any other Environmental Claims involving or attributable to the operations of the BorrowerCompany, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilities”); , provided that such Credit Party the Company shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities to the extent attributable to (i) the bad faith, gross negligence or willful misconduct of, or material breach of the Credit Documents by, the party to be indemnified as determined or any of its Related Parties. All amounts payable under this Section 15.5 shall be paid within ten Business Days of receipt by the Company of an invoice relating thereto setting forth such expense in a final and non-appealable judgment by a court reasonable retail. No Person indemnified under this Section 15.5 shall be liable for any special, indirect, consequential or punitive damages relating to this Agreement or any other Credit Document or arising out of competent jurisdiction its activities in connection herewith or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereestherewith. The agreements in this Section 14.5 15.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party Regardless of whether or not the transactions contemplated hereby are consummated, the Borrower agrees (subject, in each case, to any fee arrangements) (a) to pay or reimburse the AgentsSecurity Trustee, the Backstop Parties Facility Agents and the Lenders (other than a Defaulting Lender) for all of their reasonable out-of-pocket costs and reasonable expenses incurred on or prior to the Advance Date in connection with the negotiation, preparation and execution of this Loan Agreement and the other Basic Agreements, and the Closing of the Loan and the consummation of the transactions contemplated hereby and thereby, including, without limitation, any and all filing or recordation fees, the fees of Willis Gxxxx (not to exceed $2000 in the aggregate for the Aircraft and all Related Aircraft) and the reasonable fees and reasonable disbursements of counsel to the Security Trustee, the Facility Agents and the Lenders and of FAA counsel, (b) to pay or reimburse the Security Trustee, the Facility Agents and the Lenders for all of their reasonable out-of-pocket costs and reasonable expenses incurred after the Advance Date in connection with any amendment, supplement or modification to this Loan Agreement and the other Basic Agreements requested by the Borrower, including without limitation, the reasonable fees and reasonable disbursements of counsel to the Security Trustee, the Facility Agents and the Lenders and of FAA counsel, (c) to pay or reimburse the Security Trustee, the Facility Agents and the Lenders for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop Parties, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5), performance and administration of this Agreement, the other Credit Documents Basic Agreements and any such other documents, including, without limitation, the reasonable fees and reasonable disbursements of counsel to the Security Trustee, the Facility Agents and the Lenders, and (e) to pay, indemnify, and hold the Security Trustee, the Facility Agents and the Lenders harmless for, from and against any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable in connection with the execution and delivery of, or consummation of any of the foregoing relating to the violation transactions contemplated by, or 66 1000301987v14 any amendment, supplement or modification of, noncompliance with or liability underany waiver or consent under or in respect of, this Loan Agreement, the other Basic Agreements and any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of such other documents requested by the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that such Credit Party shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder. Unless otherwise specifically provided herein, such expenses shall be paid by wire transfer of immediately available funds to the Security Trustee, the Facility Agents and the relevant Lender as soon as reasonably practicable, but in any event within 10 days after the Security Trustee’s, the Facility Agents’ or such Lender’s request for such reimbursement or payment.

Payment of Expenses and Taxes. Each Credit Party agrees The Borrower agrees, promptly upon presentation of a statement or invoice therefor, and whether or not any Loan is made, (ai) to pay or reimburse the AgentsAdministrative Agent, the Backstop Parties Collateral Agent, the Co-Syndication Agents and the Lenders Arrangers for all their reasonable out-of-pocket reasonable costs and expenses incurred in connection with the development, preparation, negotation execution and execution syn dication of, and any amendment, waiver, consent, supplement or modification to, this Agreement and the other Credit Documents and Loan Documents, any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including whether such Loan Documents or any such other documents are executed and whether the transactions contemplated thereby are consummated, including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Agents and the Backstop PartiesSpecial Counsel, (bii) to pay or reimburse each Backstop Partythe Administrative Agent, Lender the Collateral Agent, the Co-Syndication Agents, the Managing Agents, the Agent, the Co-Agents, the Arrangers and Agent the Lenders for all its of their respec tive reasonable and documented costs and expenses incurred in connection with the work-out, enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including the including, without limitation, reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, the Collateral Agent, the Co-Syndication Agents, the Managing Agents, the Agent, the Co-Agents, the Arrangers and the Lenders including, without limitation, reasonable expenses of the Administrative Agent, the Collateral Agent, the Co-Syndication Agents, the Managing Agents, the Agent, the Co-Agents, the Arrangers and the Lenders in connection with or attributable to commercial finance examiners, accountants, investment banks and environmental consultants, (ciii) to pay, indemnify, and hold each Lender, the Administrative Agent, the Collateral Agent, the Co-Syndication Agents, the Managing Agents, the Agent, the Co-Agents and the Arrangers harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any of the Loan Documents and any such other documents, and (div) to pay, indemnify, indemnify and hold harmless each Lender Lender, the Administrative Agent, the Collateral Agent, the Co-Syndication Agents, the Managing Agents, the Agent, the Co-Agents and Agent the Arrangers and each of their respective officers, directors, officers, employees, trustees, investment advisors employees and agents harmless from and against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever (including, including without limitation, reasonable counsel fees and documented fees, disbursements and other charges of counsel, disbursements) with respect to the execution, delivery, enforcement (including this Section 14.5), and performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to Loan Documents or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations use of the Borrower, any of its Subsidiaries or any proceeds of the Real Estate Loans hereunder (all the foregoing in this clause (d)foregoing, collectively, the “"indemnified liabilities”)") and, if and to the extent that the foregoing indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted under applicable law; provided provided, however, that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to pay indemnified liabilities to the Administrative Agent, the Collateral Agent, any Co-Syndication Agent, any Managing Agent, the Agent, any Co-Agent, any Arranger or any Lender to the extent attributable to (i) arising directly and primarily from the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesCollateral Agent, such Co-Syndication Agent, such Managing Agent, the Agent, such Co-Agent, such Arranger or such Lender, as the case may be. The agreements in this Section 14.5 section 11.5 shall survive repayment the termination of the Loans RC Commitments and the payment of the Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of 117 Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party agrees (a) The Company and the Co-Borrower jointly and severally agree (i) to pay or reimburse the Agents, the Backstop Parties Arrangers and the Lenders for all their reasonable and documented out-of-pocket costs and expenses incurred after the Closing Date in connection with the development, preparation, negotation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, therewith including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAdministrative Agent’s counsel, (bii) to pay or reimburse each Backstop Party, Lender and each 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 and administration of this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, Agents and (ciii) to pay, indemnify, and hold harmless each Backstop PartyLender, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender Arranger and Agent and their respective directors, officers, employees, trustees, investment advisors and agents Related Parties (each an “Indemnified Person”) from and against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and expenses and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and (except in the case of each Agent) administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the any violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the any Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this sub-clause (diii), collectively, the “indemnified liabilities”); , provided that, in each case, the fees disbursements and charges of counsel all be limited to one primary counsel and, if reasonably necessary, one regulatory counsel and one local counsel in each appropriate jurisdiction for all Indemnified Persons taken as a whole, and, solely with respect to the preceding clause (iii) and in the case of an actual or perceived conflict of interest, as reasonably determined by the affected Indemnified Person (based upon the advice of counsel to such Indemnified Party), one additional counsel for each group of similarly affected Indemnified Persons taken as a whole, provided, further, that such Credit Party the Company and the Co-Borrower shall have no obligation hereunder to the Administrative Agent or Agent, any Arranger, any Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities to the extent attributable to (iA) the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment by of a court of competent jurisdiction jurisdiction, or (iiC) disputes any proceeding between and among Indemnified Persons and/or their transferees other than in such Indemnified Persons’ capacity as an agent or arranger or similar role other than any proceeding arising out of any act or omission of the Administrative AgentBorrowers and their Affiliates, as determined in a final and non-appealable judgment of a court of competent jurisdiction. All amounts payable under this Section 13.6 shall be paid within ten Business Days of receipt by the Company or the Co-Borrower (as the case may be) of an invoice relating thereto setting forth such expense in reasonable detail. In the case of an investigation, litigation or proceeding to which the indemnity in this clause (a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, the Lenders and/or their transfereesCo-Borrower, any Guarantors, any equityholders or creditors or an indemnified party or any other person or entity, whether or not an indemnified party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The agreements in this Section 14.5 13.6 shall survive resignation of any Agent, the replacement or resignation of any Lender, the termination of the Total Commitments and repayment of the Loans and all other amounts payable hereunder. This Section 13.6 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agent for all their its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Agents and the Backstop PartiesAgent, (b) to pay or reimburse each Backstop Party, Lender and the Agent for all its reasonable and documented costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5), performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, any the reasonable fees and disbursements of the foregoing relating counsel to each Lender and of counsel to the violation ofAgent, noncompliance with or liability under(c) without duplication of amounts payable pursuant to Sections 4.9 and 4.10, any Environmental Law or to any actual or alleged presenceTO PAY, release or threatened release of Hazardous Materials involving or attributable to the operations of the BorrowerINDEMNIFY, any of its Subsidiaries or any of the Real Estate AND HOLD EACH LENDER AND THE 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 TAXES, IF ANY, WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND (all the foregoing in this clause D) WITHOUT DUPLICATION OF AMOUNTS PAYABLE PURSUANT TO SECTIONS 4.9 AND 4.10, TO PAY, INDEMNIFY, AND HOLD EACH LENDER, EACH ISSUING LENDER AND THE AGENT, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, ADVISORS, AGENTS AND CONTROLLING PERSONS (dEACH, AN "INDEMNITEE"), collectivelyHARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, the “indemnified liabilities”OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS OR THE USE OF THE PROCEEDS OF THE LOANS (ALL THE FOREGOING IN THIS CLAUSE (D); provided that such Credit Party shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officersCOLLECTIVELY, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative AgentTHE "INDEMNIFIED LIABILITIES"), the Lenders and/or their transfereesPROVIDED, THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PARTIES HEREUNDER AGAINST THEIR OWN NEGLIGENCE, AND FURTHER PROVIDED THE BORROWER SHALL HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED LIABILITIES ARISING FROM THE GROSS 101 NEGLIGENCE OR WILLFUL MISCONDUCT OF OR BREACH OF THIS AGREEMENT BY SUCH INDEMNITEE. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunderTHE AGREEMENTS IN THIS SECTION SHALL SURVIVE REPAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.

Payment of Expenses and Taxes. Each Credit Party Company agrees (a) to pay or reimburse the AgentsAgent, the Backstop Parties Collateral Agent, Issuing Bank and the Lenders each Bank for all their reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes, the Intercreditor Agreement, and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby 106 and thereby, including including, without limitation (1) the reasonable fees, fees and disbursements and other charges of counsel to the Agents Agent, counsel to Collateral Agent, counsel to Issuing Bank and the Backstop Partiesseveral counsels to Banks and the reasonable allocated costs of in-house counsel to Agent, in-house counsel to Collateral Agent, in-house counsel to Issuing Bank, and the several in-house counsel to Banks and (2) the fees and expenses of all appraisers, engineers and other consultants in connection with the Loan Documents, all recording costs, search fees and filing fees, (b) to pay or reimburse each Backstop PartyBank, Lender Agent, Collateral Agent and Agent Issuing Bank for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the Intercreditor Agreement, the other Credit Loan Documents and any such other documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of Agent, counsel to Collateral Agent, and to the Agentsseveral counsel to Banks, and the reasonable allocated costs of in-house counsel to Agent and in-house counsel to Collateral Agent and in-house counsel to Issuing Bank, (c) to pay, indemnify, and hold each Bank, Agent, Collateral Agent and Issuing Bank harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees, any and all Florida documentary stamp taxes and Florida intangible personal property taxes and any and all other stamp, excise and other taxes (other than any taxes which are determined based solely upon the income or revenues of any such Bank, Agent, Collateral Agent or Issuing Bank), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by this Agreement, including any and all advances of the Loans pursuant hereto, the Notes, the other Loan Documents, and any such other documents, and any and all liabilities with respect to, or resulting from any delay in paying any of such fees and taxes, (d) to pay the costs of furnishing all opinions of counsel for Company, or obtaining technical assistance advisories, required hereunder, (e) to pay the costs of obtaining any required consents, amendments, waivers or other modifications to the agreements governing the Anglo American Loan Obligations, the Secured Agreement Obligations, and any other agreements, (f) to pay the costs and expenses incurred to continue the perfection of any Liens in favor of Agent and Collateral Agent pursuant to any of the Security Documents, including the costs of title searches, title insurance premiums, UCC searches and UCC filing charges, and (g) to pay, indemnify, defend and hold harmless each Lender and Bank, Agent and their respective directors, officers, employees, trustees, investment advisors and agents the Collateral Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the Notes, the Intercreditor Agreement, the other Credit Documents Loan Documents, the other Secured Debt Documents, and any such other documents, including, without limitation, any of documents(all the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d)foregoing, collectively, the “"indemnified liabilities”"); provided provided, that such Credit Party Company shall have no obligation hereunder to Agent, the Administrative Collateral Agent or any Lender nor any of their respective directors, officers, employees and agents Bank with respect to indemnified liabilities to the extent attributable to (i) arising from the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesCollateral Agent or such Bank, as the case may be. The agreements in this Section 14.5 shall survive repayment of to the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties Administrative Agent and the Lenders Other Representatives for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation execution, delivery and execution administration of, and any amendment, supplement supplement, waiver or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocationsyndication of the Revolving Credit Commitments, Term Loans and Delayed Draw Term Loans (including the reasonable expenses of the Administrative Agent's due diligence investigation) and the monitoring of the Collateral) contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one firm of counsel to the Agents Administrative Agent and the Backstop PartiesOther Representatives, (b) to pay or reimburse each Backstop PartyLender, Lender each Other Representative and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAdministrative Agent, the Other Representatives and the several Lenders, and any reasonable Environmental Costs incurred by any of them arising out of or in any way relating to any Loan Party or any property in which any Loan Party has had any interest at any time, (c) to pay, indemnify, and indemnify and hold harmless each Backstop PartyLender, Lender the Administrative Agent and Agent fromthe Other Representatives from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 indemnify and hold harmless each Lender Lender, the Administrative Agent and Agent the Other Representatives (and their respective directors, trustees, officers, employees, trusteesagents, investment advisors successors and agents assigns) from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever (whether or not caused by any such Person's own negligence (other than gross negligence) and including, including without limitation, the reasonable fees and documented fees, disbursements and other charges of counsel, ) with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documentsdocuments (regardless of whether the Administrative Agent, any such Other Representative or any Lender is a party to the litigation or other proceeding giving rise thereto and regardless of whether any such litigation or other proceeding is brought by the Parent, the Borrower or any other Person), including, without limitation, any of the foregoing relating to the violation of, noncompliance with with, or liability under, any Environmental Law Laws or to any actual orders, requirements or alleged presence, release or threatened release demands of Hazardous Materials involving or attributable Governmental Authorities related thereto applicable to the operations of the Parent, the Borrower, any of its their Subsidiaries or any of the Real Estate facilities and 81 81 properties owned, leased or operated by the Parent, the Borrower or any of their Subsidiaries (all the foregoing in this clause (d), collectively, the “"indemnified liabilities”"); , provided that such Credit Party the Borrower shall not have no any obligation hereunder to the Administrative Agent Agent, any such Other Representative or any Lender nor any of their respective directors, officers, employees and agents with respect to Environmental Costs or indemnified liabilities to the extent attributable to arising from (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final Administrative Agent, any Other Representative or any such Lender (or any of their respective directors, trustees, officers, employees, agents, successors and non-appealable judgment by a court of competent jurisdiction assigns) or (ii) disputes among claims made or legal proceedings commenced against the Administrative Agent, any Other Representative or any such Lender by any securityholder or creditor thereof arising out of and based upon rights afforded any such securityholder or creditor solely in its capacity as such. Notwithstanding the Lenders and/or their transfereesforegoing, except as provided in clauses (b) and (c) above, the Borrower shall have no obligation under this subsection 12.5 to the Administrative Agent, any Other Representative or any Lender with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 14.5 subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Agreement Party agrees (a) to pay or reimburse the Agents, the Backstop Parties Agents and the Lenders Lead Arrangers for (1) all their reasonable out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotation execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the 194 transactions (including the Commitment Reallocationsyndication of the 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 feesfees and disbursements of White & Case LLP and Stikeman Elliott LLP and such other special or local counsel, disbursements consultants, advisors, appraisers and auditors whose retention (other charges than during the continuance of counsel to an Event of Default) is approved by the Agents and the Backstop PartiesParent Borrower, (bb)(i) to pay or reimburse each Backstop PartyLender, Lender the Lead Arrangers and Agent the Agents for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAgents and the Lenders and (ii) to pay or reimburse each Issuing Lender and the Swing Line Lender for all their reasonable costs and expenses incurred in connection with the Back-Stop Arrangements entered into by such Persons, (c) to pay, indemnify, or reimburse each Lender, the Lead Arrangers and the Agents for, and hold each Lender, the Lead Arrangers and the Agents harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, indemnifyindemnify or reimburse each Lender, the Lead Arrangers, each Agent, their respective affiliates, and their respective officers, directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of the Borrower, Holdings or any of its Subsidiaries or any of the Real Estate property of Holdings or any of its Subsidiaries, including the presence of Materials of Environmental Concern on, at, in or under such property or the migration of Materials of Environmental Concern onto, through or from any such property (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided that such Credit no Loan Party shall have no any obligation hereunder to the U.S. Administrative Agent, any other Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to arising from (i) the gross negligence or willful misconduct of the party to be indemnified U.S. Administrative Agent, any other Agent or any such Lender (or any of their respective directors, trustees, officers, employees, agents, successors and assigns) (in each case, as determined in a final and non-appealable judgment decision issued by a court of competent jurisdiction jurisdiction) or (ii) disputes among claims made or legal proceedings commenced against the U.S. Administrative Agent, any other Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. No Indemnitee shall be liable for any consequential or punitive damages in connection with the Lenders and/or their transfereesFacilities. All amounts due under this subsection shall be payable not later than thirty (30) days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection shall be submitted to the address of the Parent Borrower set forth in subsection 11.2, or to such other Person or address as may be hereafter designated by the Parent 195 Borrower in a notice to the U.S. Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, no Loan Party shall have any obligation under this subsection 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 14.5 subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party of the Borrower and Holdings agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (including any Environmental Laws now or hereafter in effect or amended) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party neither the Borrower nor Holdings shall have no any obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties Agents and the Lenders Lead Arrangers for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotation execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the Commitment Reallocation) syndication of the Term Loan Commitments contemplated hereby and thereby) and (iii) efforts to monitor the 114 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 feesand documented fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, disbursements and such other charges special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of counsel to an Event of Default) is approved by the Agents and the Backstop PartiesBorrower, (b) to pay or reimburse each Backstop PartyLender, Lender the Lead Arrangers and Agent the Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Agents (limited to one firm of counsel for the Agents and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify, or reimburse each Lender, the Lead Arrangers and the Agents for, and hold each Lender, the Lead Arrangers and the Agents harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, indemnifyindemnify or reimburse each Lender, the Lead Arrangers, each Agent, and each Related Party of any of the foregoing persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable whatsoever (in the case of fees and documented fees, disbursements and other charges of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Loans, or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, Borrower or any of its Subsidiaries or any property or facility owned, leased or operated by the Borrower or any of the Real Estate its Subsidiaries (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided that such Credit Party the Borrower shall not have no any obligation hereunder to the Administrative Agent any Agent, any Lead Arranger or any Lender nor (or any Related Party of their respective directorsany such Agent, officers, employees and agents Lead Arranger or Lender) with respect to indemnified liabilities to the extent attributable to Indemnified Liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified (as determined in a final and non-appealable judgment by a court of competent jurisdiction in a final and nonappealable judgment) of such Agent or Lender (or any Related Party of such Agent or Lender), (ii) disputes among claims made or legal proceedings commenced against any Agent, Lead Arranger or Lender (or any Related Party of any thereof) 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, (iii) any material breach of any Loan Document by such Agent, Lead Arranger or Lender (or any Related Party of any thereof) as determined by a court of competent jurisdiction in a final and nonappealable decision or (iv) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. To the fullest extent permitted under applicable law, neither the Borrower nor any Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. All amounts due under this subsection 10.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 10.5 shall be submitted to the address of the Borrower set forth in subsection 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Lenders and/or their transfereesBorrower shall have no obligation under this subsection 10.5 to any Indemnitee with respect to any Taxes imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 14.5 subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The BORROWER agrees (a) subject to the terms of the Final Order, to pay or reimburse the AgentsGeneral Administrative Agent, the Backstop Parties Collateral Agent and the Lenders Steering Committee for all their reasonable respective out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and Agreement, the other Credit Documents Loan Documents, the Orders and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including including, without limitation, the reasonable feesfees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, disbursements and other charges of counsel to the Agents General Administrative Agent, Otterbourg Xxxxxxxxx Handler & Xxxxx, P.C., counsel to CIT, and Weil, Gotshal & Xxxxxx LLP, counsel to the Backstop PartiesSteering Committee, (b) subject to the terms of the Final Order, to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsGeneral Administrative Agent and Collateral Agent, (c) to pay, indemnify, and hold each Lender, the Collateral Agent and the General Administrative Agent harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) subject to the terms of the Final Order, to pay all the actual and reasonable expenses of the General Administrative Agent, the Collateral Agent and the Steering Committee related to this Agreement, the other Loan Documents, the Orders, the Revolving Credit Loans, the Letters of Credit or in connection with the Cases (including, without limitation, the on-going monitoring by the General Administrative Agent, each Underwriter and the Steering Committee of the Cases, including attendance by the General Administrative Agent, each Underwriter and the Steering Committee, and their respective counsel at hearings or other proceedings and the on-going review of documents filed with the Bankruptcy Court) and (e) to pay, indemnify, and hold harmless each Lender and Lender, the Collateral Agent and their respective directors, officers, employees, trustees, investment advisors and agents the General Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Real Estate facilities or properties owned, leased or operated by the Borrower or any of its Subsidiaries (all the foregoing in this clause (de), collectively, the “"indemnified liabilities”"); provided , PROVIDED that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents person seeking indemnification with respect to indemnified liabilities to the extent attributable to (i) arising from the gross negligence or willful misconduct of such person. Without limiting the party foregoing, and to be indemnified as determined in a final the extent permitted by applicable law, the Borrower agrees, and non-appealable judgment shall cause each of its Subsidiaries to agree, not to assert, and hereby waives and agrees to cause each of its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of whatever kind or nature whatsoever, under or related to Environmental Laws, that any of them might have by a court of competent jurisdiction statute or (ii) disputes among otherwise against each Lender and the General Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agent for all their its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents (including, without limitation, the Security Agreement) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including together with the reasonable fees, fees and disbursements and other charges of counsel to the Agents and the Backstop PartiesAgent, (b) to pay out-of-pocket expenses, including reasonable attorneys’ fees, incurred by each Lender in connection with the negotiation, preparation and execution of the Credit Documents, not to exceed $2,500 for each Lender, and reasonable expenses, including reasonable attorneys’ fees, in connection with any future amendments or modifications hereto, (c) to pay or reimburse each Backstop Party, Lender and the 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 Credit Agreement and any other Credit Documents (including, without limitation, the Security Agreement), including, without limitation, the reasonable fees and disbursements of a single primary counsel (and up to one local counsel in each applicable local jurisdiction and any applicable regulatory counsel) representing the Agent and the Lenders; provided, that if the Agent or a Lender (or its counsel) determines that it would create actual or potential conflicts of interest to not have individual counsel, the Agent and such other documents, including Lender may have its own counsel for which they shall be reimbursed in accordance with the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agentsforegoing, (cd) on demand (together with a calculation or explanation, as applicable, of the amount demanded), to pay, indemnify, and hold harmless each Backstop Party, Lender and the 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, 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, the Credit Documents and any such other documents, and (de) to pay, indemnify, and hold harmless each Lender and the Agent and their respective directorsAffiliates, officers, employeesdirectors, trustees, investment advisors employees and agents harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever arising from any action, including reasonable and documented fees, disbursements and other charges of counsel, claim or proceeding with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Loans and Facility LCs (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that such Credit Party the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to Indemnified Liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be Agent or any such Lender, as applicable, (ii) legal proceedings commenced against or disputes among the indemnified parties by any other indemnified parties or its participants (other than any proceeding against U.S. Bank solely in its capacity or in fulfilling its role as Agent and not arising from a claim of bad faith, gross negligence or willful misconduct by the Agent), or (iii) the violation by the Agent or any such Lender of an express provision of the Credit Documents, if so determined in by a final and non-appealable judgment by of a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesjurisdiction. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.this

Payment of Expenses and Taxes. Each Credit Party Except with respect to taxes, which are addressed solely in Section 5.4, the Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and or the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop Parties(or any of them), (b) to pay or reimburse each Backstop Party, Lender and each Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, each Agent and (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors trustees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release presence of Hazardous Materials involving or attributable applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (dc), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative any Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to arising from (i) the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified as to the extent determined in a final and non-appealable judgment by a court of competent jurisdiction to have resulted from its gross negligence, bad faith or willful misconduct or material breach of its obligations hereunder or under any other Credit Document or (ii) disputes solely among the Administrative AgentAgents, the Lenders and/or or their transferees. The agreements in this Section 14.5 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of 112 Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) subject to the terms of the Final Order, to pay or reimburse the AgentsGeneral Administrative Agent, the Backstop Parties Collateral Agent and the Lenders Steering Committee for all their reasonable respective out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and Agreement, the other Credit Documents Loan Documents, the Final Order and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including including, without limitation, the reasonable feesfees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, disbursements and other charges of counsel to the Agents General Administrative Agent, Otterbourg, Steindler, Houston & Xxxxx, Counsel to CIT, and Weil, Gotshal & Xxxxxx LLP, counsel to the Backstop PartiesSteering Committee, (b) subject to the terms of the Final Order, to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsGeneral Administrative Agent and Collateral Agent, (c) to pay, indemnify, and hold each Lender, the Collateral Agent and the General Administrative Agent harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) subject to the terms of the Final Order, to pay all the actual and reasonable expenses of the General Administrative Agent, the Collateral Agent and the Steering Committee related to this Agreement, the other Loan Documents, the Final Order, the Revolving Credit Loans, the Letters of Credit or in connection with the Cases (including, without limitation, the on-going monitoring by the General Administrative Agent, each Underwriter and the Steering Committee of the Cases, including attendance by the General Administrative Agent, each Underwriter and the Steering Committee, and their respective counsel at hearings or other proceedings and the on-going review of documents filed with the Bankruptcy Court) and (e) to pay, indemnify, and hold harmless each Lender and Lender, the Collateral Agent and their respective directors, officers, employees, trustees, investment advisors and agents the General Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Real Estate facilities or properties owned, leased or operated by the Borrower or any of its Subsidiaries (all the foregoing in this clause (de), collectively, the “"indemnified liabilities”"); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents person seeking indemnification with respect to indemnified liabilities to the extent attributable to (i) arising from the gross negligence or willful misconduct of such person. Without limiting the party foregoing, and to be indemnified as determined in a final the extent permitted by applicable law, the Borrower agrees, and non-appealable judgment shall cause each of its Subsidiaries to agree, not to assert, and hereby waives and agrees to cause each of its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of whatever kind or nature whatsoever, under or related to Environmental Laws, that any of them might have by a court of competent jurisdiction statute or (ii) disputes among otherwise against each Lender and the General Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party agrees The Borrowers agree (a) to pay or reimburse the Agentseach Agent, the Backstop Parties Joint Lead Arrangers and each member of the Lenders Instructing Group for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation negotiation, execution and execution delivery of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements of the respective counsel to each of the Administrative Agent, each of the other Agents and each member of the Instructing Group (including the fees and expenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP, Xxxx Xxxxxxx LLP, Xxxxxx and Xxxxx, LLP and Fasken Xxxxxxxxx DuMoulin LLP), (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each member of the Instructing Group for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the administration of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and therebyincluding, including without limitation, the reasonable fees, and documented fees and disbursements and other charges of counsel to the Agents Administrative Agent (including the fees and the Backstop Partiesexpenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP), (bc) to pay or reimburse each Backstop PartyLender, each Issuing Lender and each Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel (excluding the allocated fees and expenses of in-house counsel) to each Agent, each Lender, the Joint Lead Arrangers, each member of the Instructing Group, and each Issuing Lender, (d) to pay or reimburse the Administrative Agent for its documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9 and audits performed pursuant to Section 6.1(r), and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable fees, documented fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAdministrative Agent (including the fees and expenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP), (ce) to pay, indemnify, and hold each Lender, the Joint Lead Arrangers, each member of the Instructing Group, the Issuing Lenders and each Agent harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 (dincluding the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (f) to pay, indemnify, and hold harmless each Lender Lender, the Issuing Lenders and Agent the Agents, and each of their respective directors, officers, employees, directors, trustees, investment advisors agents, advisors, affiliates and agents 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, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents Loan Documents, and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of any of the BorrowerBorrowers, any of its Subsidiaries their Subsidiaries, or any of the Real Estate Properties (all the foregoing in this clause (df), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that such Credit Party that, the Borrowers shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent attributable such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to (i) have resulted from the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereessuch Indemnitee. The agreements in this Section 14.5 11.7 shall survive repayment of the Loans Loans, Reimbursement Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) if any Initial Loans have been funded, to pay or reimburse the Agents, the Backstop Parties Administrative Agent and the Lenders Joint Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation execution and execution completion of, and any amendment, supplement supplement, waiver or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewiththerewith (including the Commitment Papers), and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including including, without limitation, the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesReimbursable Legal Expenses, (b) to pay or reimburse each Backstop PartyLender, Lender the Administrative Agent and Agent the Joint Lead Arrangers for all its their reasonable and documented costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5), performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, the reasonable fees, disbursements and other charges of one counsel to such Persons and (c) to indemnify and hold harmless each Lender, the Administrative Agent and the Joint Lead Arrangers and their respective directors, officers, employees, affiliates, controlling persons and agents from and against all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits and reasonable out-of-pocket costs and expenses (regardless of whether any such indemnified party is a party to any such action, judgment or suit), including, without limitation, reasonable and documented fees, disbursements and other charges of counsel (other than fees, disbursements and other charges of outside counsel relating to any Permanent Securities or any liabilities for taxes excluded under Section 4.4(a) hereof) (and any value added tax or similar tax thereon), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and the transactions contemplated thereunder and any such other documents, including, without limitation, any of the foregoing relating to the Acquisition or any transactions connected therewith, or the use of the Loans and other proceeds received by the Borrower hereunder and thereunder, or to the violation of, noncompliance with or liability under, under any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate their respective property (all the foregoing in this clause (dc), collectively, the “"indemnified liabilities”"); provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent Agent, the Joint Lead Arrangers or any Lender nor or any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to arising from (i) the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment by a court judgment) of competent jurisdiction the party to be indemnified or (ii) disputes among the Administrative Agent, the Joint Lead Arrangers, the Lenders and/or their transferees. The agreements in this Section 14.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agent for all their its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents (including, without limitation, the Security Agreement) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including together with the reasonable fees, fees and disbursements and other charges of counsel to the Agents and the Backstop PartiesAgent, (b) to pay out-of-pocket expenses, including reasonable attorneys’ fees, incurred by a Lender in connection with the negotiation, preparation and execution of the Credit Documents, not to exceed $2,500 for each Lender, and reasonable expenses, including reasonable attorneys’ fees, in connection with any future amendments or modifications hereto, (c) to pay or reimburse each Backstop Party, Lender and the 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 Credit Agreement and any other Credit Documents (including, without limitation, the Security Agreement), including, without limitation, the reasonable fees and disbursements of a single primary counsel (and up to one local counsel in each applicable local jurisdiction and any applicable regulatory counsel) representing the Agent and the Lenders (including reasonable allocated costs of in-house legal counsel); provided, that if the Agent or a Lender (or its counsel) determines that it would create actual or potential conflicts of interest to not have individual counsel, the Agent and such other documents, including Lender may have its own counsel for which they shall be reimbursed in accordance with the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agentsforegoing, (cd) on demand (together with a calculation or explanation, as applicable, of the amount demanded), to pay, indemnify, and hold harmless each Backstop Party, Lender and the 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, 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, the Credit Documents and any such other documents, and (de) to pay, indemnify, and hold harmless each Lender and the Agent and their respective directorsAffiliates, officers, employeesdirectors, trusteesshareholders, investment advisors employees and agents harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever arising from any action, including reasonable and documented fees, disbursements and other charges of counsel, claim or proceeding with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Loans (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that such Credit Party the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the party to be Agent or any such Lender, (ii) legal proceedings commenced against or disputes among the indemnified as parties by any other indemnified parties or its participants, or (iii) the violation by the Agent or any such Lender of an express provision of the Credit Documents, if so determined in by a final and non-appealable judgment by of a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesjurisdiction. The agreements in this Section 14.5 11.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunderunder the Credit Documents.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse each of the AgentsAdministrative Agent, the Backstop Parties and the Lenders Joint Lead Arrangers for all their reasonable and adequately documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and of any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable feesand adequately documented fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, disbursements and other charges of outside counsel to the Agents Administrative Agent and filing and recording fees and expenses, with statements with respect to the Backstop Parties, foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and adequately documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including the reasonable fees, and adequately documented fees and disbursements and other charges of counsel (including the reasonable allocated fees and expenses of in-house counsel) to each Lender and of counsel to the AgentsAdministrative Agent, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and 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 taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, 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 payindemnify each Agent, indemnify, and hold harmless each Lender and Agent and each of their respective affiliates, and each of their respective officers, directors, officers, employees, representatives, trustees, investment advisors and agents from and hold each of them harmless against any and all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or and disbursements of any kind or nature whatsoever, (including reasonable and adequately documented feesattorney’s and consultant’s fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Loan Document or the actual or proposed use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated therein or in any other Loan document or the exercise of any of their rights or remedies provided herein or in any other Loan Document, including the reasonable and adequately documented fees and disbursements of counsel and other charges of counselconsultants incurred in connection with any such investigation, with respect litigation, or other proceeding (but excluding any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements to the executionextent arising or incurred by reason of (x) a violation of laws or governmental regulations pertaining to lending by the Person to be indemnified (or the Agent or Bank of which such Person is an officer, deliverydirector, enforcement (including this Section 14.5)employee, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with representative or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”agent); provided that such Credit Party shall have no obligation hereunder the Person to be indemnified shall, in all events, be entitled to the Administrative Agent indemnification set forth in Sections 3.9, 3.10 and 3.11) or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (iy) the gross negligence or willful misconduct of the party Person to be indemnified as determined indemnified). To the extent that the undertaking to indemnify, pay or hold harmless any Person set forth in a final and non-appealable judgment by a court the preceding sentence may be unenforceable because it is violative of competent jurisdiction any law or (ii) disputes among the Administrative Agentpublic policy, the Lenders and/or their transfereesBorrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. The agreements in this Section 14.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party agrees The Borrowers, jointly and severally, agree (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses (other than Taxes) incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, waiver, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of this Agreement and the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop PartyLender, Lender the Collateral Agent and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights (including workout proceedings) under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, Collateral Agent and the Administrative Agent and (c) to pay, indemnify, and hold harmless each Backstop PartyLender, Lender the Letter of Credit Issuer, the Collateral Agent and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and the Administrative Agent and their respective directors, officers, employees, trustees, investment advisors agents and agents affiliates from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, excluding any Taxes (other than Taxes representing losses or damages with respect to any non-Tax claims), including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and, with respect to each Agent and its directors, officers, employees, trustees and agents, administration of this AgreementAgreement and any actual or proposed use of proceeds of any Loan, the other Credit Documents and any such other documents, including, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials related to the Borrowers or any of their Subsidiaries, including any of the foregoing arising out of or based on any Environmental Claim related to the Borrowers or any actual or alleged presence, release Release, or threatened release threat of Release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries Borrowers or any of the Real Estate their Subsidiaries, (all the foregoing in this clause (dc), collectively, the “indemnified liabilities”); provided that such Credit Party the Borrowers shall have no obligation hereunder to the Administrative Agent, the Collateral Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) arising from the gross negligence or willful misconduct of the party to be indemnified (as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesjurisdiction). The agreements in this Section 14.5 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay ----------------------------- or reimburse the Agents, the Backstop Parties Administrative Agent and the Lenders Collateral Agent for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation execution and execution delivery of, and any amendment, supplement supplement, waiver or modification to, this Agreement Agreement, the Notes and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocationsyndication of the Commitments) contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements of a single counsel (and other charges of any special or local counsel retained by such counsel to assist it) to the Agents Administrative Agent and the Backstop PartiesCollateral Agent, (b) to pay or reimburse each Backstop PartyLender, Lender the Administrative Agent and the Collateral Agent for all its their respective reasonable and documented costs and expenses (in the case of taxes, limited to stamp, excise and other similar taxes) incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Credit Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAdministrative Agent, the Collateral Agent and the Lenders, and any reasonable Environmental Costs arising out of or in way relating to any Loan Party or any property in which any Loan Party has had any interest at any time, (c) to pay, indemnify, and hold each Lender, the Collateral Agent and the Administrative Agent harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, and (d) to pay, indemnify, and hold harmless each Lender Lender, the Administrative Agent and the Collateral Agent (and their respective directors, officers, employees, trustees, investment advisors agents and agents 128 successors harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever (whether or not caused by any Lender's, including the Administrative Agent's, the Collateral Agent's or any of their respective directors', officers', employees', agents', successors' or assigns' negligence (other than gross negligence) and including, without limitation, the reasonable fees and documented feesdisbursements of counsel to the Administrative Agent, disbursements the Collateral Agent and other charges of counsel, the Lenders) with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the Notes, the other Credit Loan Documents and any such other documentsdocuments (regardless of whether the Administrative Agent, the Collateral Agent or any Lender is a party to the litigation or other proceeding giving rise thereto), including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law Laws or to any actual orders, requirements or alleged presence, release or threatened release demands of Hazardous Materials involving or attributable Governmental Authorities related thereto applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Properties (all the foregoing in this clause (d), collectively, the “"indemnified liabilities”"); provided , ----------- ----------- provided, that such Credit Party the Borrower shall have no obligation hereunder to -------- the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to Environmental Costs or indemnified liabilities to the extent attributable to such Environmental Costs or liabilities arise from (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court Administrative Agent, the Collateral Agent or any such Lender (or any of competent jurisdiction their respective directors, officers, employees, agents or successors) or (ii) disputes among legal proceedings commenced against the Administrative Agent, the Lenders and/or Collateral Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Borrower shall have no obligation under this subsection 12.5 to the Administrative Agent, the Collateral Agent or any Lender (or any of their transfereesrespective directors, officers, employees, 129 agents or successors) 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 14.5 subsection shall survive repayment of the Loans Notes, the Reimbursement Obligations, the Acceptance Reimbursement Obligations and the Acceptance Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Parent Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties Agents and the Lenders Other Representatives for (1) all their reasonable out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facility and the development, preparation, negotation execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the Commitment Reallocationsyndication of the Commitments) contemplated hereby and therebythereby 161 and (iii) efforts to monitor the Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) (i) the reasonable feesfees and disbursements of Lxxxxx & Wxxxxxx LLP, disbursements and such other charges special or local counsel (including, solely in connection with Section 3 hereof, White & Case LLP), consultants, advisors, appraisers and auditors whose retention (other than during the continuance of counsel to an Event of Default) is approved by the Agents and the Backstop PartiesParent Borrower, (b) to pay or reimburse each Backstop PartyLender, Lender the Other Representatives and Agent the Agents for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAgents and the Lenders, (c) to pay, indemnify, or reimburse each Lender, the Other Representatives and the Agents for, and hold harmless each Backstop Party, Lender and Agent the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, the Other Representatives, each Agent, their respective affiliates, and their respective officers, directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of the Borrower, Parent Borrower of any of its Subsidiaries or any of the Real Estate property of the Parent Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided that such Credit Party the Parent Borrower shall not have no any obligation hereunder to the Administrative Agent, any other Agent any Other Representative or any Lender nor (or any of their respective directors, officers, employees and agents Related Party thereof) with respect to indemnified liabilities to the extent attributable to Indemnified Liabilities arising from (i) the gross negligence or willful misconduct such Agent, Other Representative or Lender (or any Related Party of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction such Agent, Other Representative or Lender), (ii) disputes among a material breach of the Administrative Loan Documents by such Agent, Other Representative or Lender (or any Related Party of such Agent, Other Representative or Lender), (iii) claims of any Indemnitee (or any Related Party thereof) solely against one or more Indemnitees (or any Related Party thereof) or disputes between or among Indemnitees (or any Related Party thereof) in each case except to the Lenders and/or their transfereesextent such claim is determined to have been caused by an act or omission by the Parent Borrower or any of its Subsidiaries (provided that this clause (iii) shall not apply to indemnification of an Agent or Other Representative for a claim against it in its capacity as such) or (iv) claims made or legal proceedings commenced against such Agent, Other Representative or Lender (or any Related Party thereof) 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. The agreements No Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. All amounts due under this Section 14.5 11.5 shall survive repayment be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Section 11.5 shall be submitted to the address of the Loans and all other amounts payable hereunder.Parent Borrower set 162

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred Incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred Incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (including any Environmental Laws now or hereafter in affect or amended) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP, one local counsel in each relevant local jurisdiction and such additional counsel to the Agents and extent consented to by the Backstop PartiesBorrower, (b) to pay or reimburse each Backstop PartyLender, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of one counsel to the AgentsAdministrative Agent, Collateral Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), (c) to pay, indemnify, and hold harmless each Backstop PartyLender, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender Lender, and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel and one local counsel in each relevant jurisdiction to such indemnified Persons (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Person may retain its own counsel), related to the Transactions or with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials or any other Environmental Claims involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities to the extent attributable to (i) the bad faith, gross negligence or willful misconduct of, or material breach of the Credit Documents by, the party to be indemnified as determined or any of its Related Parties. All amounts payable under this Section 14.5 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in a final and non-appealable judgment by a court reasonable detail. No Person indemnified under this Section 14.5 shall be liable for any special, indirect, consequential or punitive damages relating to this Agreement or any other Credit Document or arising out of competent jurisdiction its activities in connection herewith or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereestherewith. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse the Agents, the Backstop Parties and the Lenders Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Agents and the Backstop PartiesAgents, (b) to pay or reimburse each Backstop Party, Lender and Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of Holdings, the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided , PROVIDED that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each The Borrower agrees, promptly upon presentation of a statement or invoice therefor, and whether or not any Loan is made or Letter of Credit Party agrees is issued, (ai) to pay or reimburse the Agents, the Backstop Parties Administrative Agent and the Lenders Arranger for all their reasonable out-of-pocket reasonable costs and expenses incurred in connection with the development, preparation, negotation execution and execution syndication of, and any amendment, waiver, consent, supplement or modification to, this Agreement and the other Credit Documents and Loan Documents, any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including whether such Loan Documents or any such other documents are executed and whether the transactions contemplated thereby are consummated, including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Agents and the Backstop PartiesSpecial Counsel, (bii) to pay or reimburse each Backstop Partythe Administrative Agent, Lender the Issuing Bank, the Arranger and Agent the Lenders for all its of their respective reasonable and documented costs and expenses incurred in connection with the workout, enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, reasonable fees and disbursements of counsel (including the reasonable fees, disbursements and other charges allocated cost of counsel to each Lender and of counsel internal counsel) to the AgentsAdministrative Agent, the Issuing Bank, the Arranger and the Lenders including, without limitation, reasonable expenses of the Administrative Agent, the Issuing Bank, the Arranger and the Lenders in connection with or attributable to commercial finance examiners, accountants, investment banks and environmental consultants, (ciii) to pay, indemnify, and hold each Lender, the Administrative Agent, the Issuing Bank and the Arranger harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any of the Loan Documents and any such other documents, and (div) to pay, indemnify, indemnify and hold harmless each Lender Lender, the Administrative Agent, the Issuing Bank and Agent the Arranger and each of their respective officers, directors, officers, employees, trustees, investment advisors employees and agents harmless from and against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever (including, without limitation, reasonable counsel fees and disbursements (including reasonable and documented fees, disbursements and other charges the allocated cost of internal counsel, )) with respect to the execution, delivery, enforcement (including this Section 14.5), and performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to Loan Documents or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations use of the Borrower, any of its Subsidiaries or any proceeds of the Real Estate Loans and Letters of Credit hereunder (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilities”)"Indemnified Liabilities") and, if and to the extent that the foregoing indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted under applicable law; provided provided, however, that such Credit Party the Borrower shall have no obligation hereunder to pay Indemnified Liabilities to the Administrative Agent Agent, the Issuing Bank, the Arranger or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent attributable to (i) arising directly and primarily from the gross negligence or willful misconduct of the party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereesIssuing Bank, the Arranger or such Lender, as the case may be. The agreements in this Section 14.5 11.5 shall survive repayment the termination of the Loans RC Commitments and the payment of the Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each The Credit Party agrees Parties agree (a) to pay or reimburse the Agents, the Backstop Parties Administrative Agent and the Lenders Arranger for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotation negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including together with the reasonable fees, fees and disbursements and other charges of counsel to the Agents Administrative Agent and the Backstop PartiesArranger, (b) to pay or reimburse each Backstop Party, Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the other Credit Documents and any such other documentsDocuments, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the AgentsAdministrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender, the Administrative Agent and the Arranger harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, (d) to pay, indemnify, and hold harmless each Lender Lender, the Administrative Agent, the Arranger and Agent their Affiliates and their respective officers, directors, officers, employees, trusteespartners, investment members, counsel, agents, representatives, advisors and agents affiliates (collectively called the "Indemnitees") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating Loans and (e) to pay any civil penalty or fine assessed by the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations U.S. Department of the BorrowerTreasury's Office of Foreign Assets Control against, any of its Subsidiaries or any of the Real Estate and all reasonable costs and expenses (all the foregoing including counsel fees and disbursements) incurred in this clause (d), collectively, the “indemnified liabilities”); provided that such Credit Party shall have no obligation hereunder to connection with defense thereof by the Administrative Agent or any Lender nor as a result of the funding of Loans, the issuance of Letters of Credit, the acceptance of payments or of Collateral due under the Credit Documents (all of the foregoing, collectively, the "Indemnified Liabilities"); provided, however, that the Borrower shall not have any of their respective directors, officers, employees and agents obligation hereunder to an Indemnitee with respect to indemnified liabilities to the extent attributable to (i) Indemnified Liabilities arising from the gross negligence or willful misconduct of the party to be indemnified such Indemnitee, as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transfereespursuant to a final non-appealable judgment. The agreements in this Section 14.5 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. Each Credit Party The Borrower agrees (a) to pay or reimburse each of the Agents, the Backstop Parties and the Lenders Agents for all their of such Agent’s reasonable out-of-pocket fees, costs and expenses incurred in connection with the development, preparation, negotation preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions (including the Commitment Reallocation) contemplated hereby and thereby, including the reasonable feesfees and disbursements of one set of transaction and local counsel to the Administrative Agent on behalf of the Lenders, the reasonable fees and disbursements of the Independent Consultants to all Indemnitees taken as a whole and other charges filing and recording fees and expenses, the reasonable fees and disbursements of counsel to the Agents Collateral Agent, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and the Backstop Partiesfrom time to time thereafter on a quarterly basis or such other periodic basis as each such Agent shall deem appropriate, (b) to pay or reimburse each Backstop Party, Lender and each Agent for all its reasonable and documented costs costs, fees and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including the reasonable fees, fees and disbursements and other charges of counsel to all Indemnitees taken as a whole (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to each Agent and the Agentscosts and expenses in connection with the establishment and the use of an electronic data room to manage documentation associated with the Loans, and (c) to pay, indemnify, and hold harmless each Backstop Party, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and each Agent and their respective officers, directors, officers, employees, trusteesaffiliates, investment agents, advisors and agents controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, fees, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement (including this Section 14.5)enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Loans and the DSR Letters of Credit, Acceptable Credit Support, any of the transactions contemplated by the Operative Documents or the non-compliance by any party with the provisions thereof or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable applicable to the operations of the Borrower, any of its Subsidiaries Loan Party or any of the Real Estate Mortgaged Property and the reasonable fees and expenses of legal counsel in connection with claims (including Environmental 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 liabilitiesIndemnified Liabilities”); provided provided, that such Credit Party the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent attributable such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from (iI) to the extent the Indemnitee or the Lender through whom the Indemnitee is making its claim is a Defaulting Lender, a material breach of such Defaulting Lender’s obligations under this Agreement, (II) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, or (III) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as a Lender, an administrative agent or collateral agent or arranger or any similar role under this Agreement and other than any claims arising out of any act or omission of the party to be indemnified Borrower or any of its Affiliates (as determined in a final and non-appealable judgment by of a court of competent jurisdiction or jurisdiction). All amounts due under this Section 9.5 shall be payable not later than thirty (ii30) disputes among the Administrative Agent, the Lenders and/or their transfereesdays after written demand therefor. The agreements in this Section 14.5 9.5 shall survive repayment of the Loans and all other amounts payable hereunder. For the avoidance of doubt, this Section 9.5 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.