Common use of Payment of Expenses; Indemnification Clause in Contracts

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents (promptly upon written demand (with reasonably supporting detail if the Borrower shall so request)) for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including and in the case of legal fees and expenses limited to the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and one the Borrower), and, if reasonably necessary, of a single firm of local counsel in each relevant local jurisdiction, other than allocated costs of in-house counsel, and such other counsel retained with the consent of the Borrower (bsuch consent not to be unreasonably withheld or delayed), (ii) to pay or reimburse each Agent 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 Documents and any such other documents, including and in the case of legal fees and expenses limited to the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm of counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed) (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to payeach Agent, indemnify, and hold harmless each Lender and Agent Letter of Credit Issuer and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind nature whatsoever regardless of whether any such Indemnified Person is a party thereto and whether any such proceeding is brought by the Borrower or nature whatsoeverany other Person, including (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant jurisdiction (includingwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any claim, without limitationlitigation, investigation or other proceeding (including any inquiry of investigation of the Merger) orforegoing)(regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable relating in any way to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction, directors(iii) in the case of any claim, employees litigation, investigation or agentsother proceeding brought by a Credit Party or one of its permitted assignees against the relevant Indemnified Person, a breach of the obligations of such Indemnified Person as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iv) any proceeding between and among Indemnified Persons that does not involve an act or omission by the Borrower or their respective Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxx & Xxxxxx LLP, in their capacity as counsel to the Lead Arrangers and the Joint Bookrunners, and one counsel in each relevant appropriate local jurisdictionjurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse 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 this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as 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 other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheldPerson may retain its own counsel), (c) to pay, indemnify, and hold harmless each Lender 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel and one for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties, officers, directors, employees or agents, or (ii) any material breach (or, in the case of a proceeding brought by the Borrower, any breach) of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks internet, electronic, telecommunications or other similar information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Person Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5.

Payment of Expenses; Indemnification. The Each of Holdings and each Borrower severally agrees (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery 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 therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (limited (i) in the case of legal fees and expenses, including to the reasonable documented fees, disbursements and other charges of Xxxxxx Xxxxxx Davies Xxxx Xxxxxxxx & Xxxxxxx LLP and one Xxxxxxxx LLP, as counsel to the Agents and, if reasonably necessary, of a single firm of local counsel in each relevant local applicable material jurisdiction, other than allocated costs of in-house counsel, and (ii) in the case of fees and expenses related to any other advisor or consultant, to the extent the Borrower Representative has consented to the retention or engagement of such Person), (b) to pay or reimburse 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 this Agreement, the other Credit Documents and any such other documentsdocuments delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, including in the case of legal fees and expenses to the reasonable documented fees, disbursements and other charges of Xxxxxx Xxxxxx Davies Xxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, as counsel to the AgentsAgents and, or such if reasonably necessary, of a single firm of local counsel in each applicable material jurisdiction, other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheldthan allocated costs of in-house counsel), (c) to pay, indemnify, and hold harmless each 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 Affiliates (other than Excluded Affiliates), directors, officers, members, controlling persons, employees, trustees, investment advisors advisors, and agents and successors of the foregoing (excluding any Excluded Affiliate, the “Indemnified Persons”) from and against any and all other liabilities, obligations, actual losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements liabilities of any kind or nature whatsoeverwhatsoever (limited (i) in the case of legal fees and expenses, including to the reasonable and documented fees, disbursements disbursements, and other charges of one primary counsel and and, if reasonably necessary, one local counsel in each relevant applicable material jurisdiction to for all such indemnified Indemnified Persons (unless taken as a whole) and, if there is an actual or perceived a conflict of interest interest, one additional counsel for the affected Indemnified Persons similarly situated (taken as a whole), in each case, other than allocated costs of in-house counsel, and (ii) in the case of fees and expenses related to any other advisor or consultant, to the availability extent the Borrower Representative has consented to the retention or engagement of different claims or defenses in which case each such Person may retain its own counselin writing), in each case to the extent arising out of or relating to any claim, litigation, investigation or other proceeding (including any investigation or inquiry related to the Transactions (includingforegoing), without limitationregardless whether any such Indemnified Person is a party thereto, the Merger) or, with respect that is related to the execution, delivery, enforcement, performance performance, and administration of this Agreement, the other Credit Documents and any such other documentsdocuments delivered in connection herewith or therewith, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person Law, in each case, applicable to Holdings or any of its Related Parties (other than any trustee or advisor)) Subsidiaries or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable to the operations of the Borrower, Holdings or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower Borrowers shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities Indemnified Liabilities (i) resulting from disputes between and among any Indemnified Persons (other than any claims against the Administrative Agent or the Joint Lead Arrangers and Bookrunners in their capacity as such, subject to the immediately succeeding clause (ii)) or (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (ix) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its Affiliates, or their respective officers, directors, employees or employees, agents, controlling persons, members or the successors of any of the foregoing) and (iiy) any a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the party to be indemnifiedsuccessors of any of the foregoing). No Person entitled to indemnification under clause (dSection 14.5(d) of and no other Person party to this Section 13.5 Agreement shall be liable (i) for any damages to any other Indemnified Person or party hereto arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this AgreementAgreement except to the extent that such damage resulted from willful misconduct or gross negligence of such Indemnified Person such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, nor shall directors, employees, agents, controlling persons, members or the successors of any such Person have any liability of the foregoing or (ii) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date); provided, that this clause (ii) shall not limit Holdings’ or the Borrowers’ indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 14.5(d). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 14.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Indemnified Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable due under this Section 13.5 14.5 shall be paid within ten Business Days thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that an Indemnified Person shall promptly refund any amount to the extent that there is a final judicial or arbitral determination that such Indemnified Person was not entitled to indemnification rights with respect to such payment pursuant to this Section 14.5. Holdings, CGI Borrower, and their respective Subsidiaries shall not be liable for any settlement of receipt by any proceeding effected without the Borrower Representative’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower Representative’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such proceeding, Holdings and the Borrowers agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities, and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 14.5. Holdings, the Borrowers and their respective Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an invoice relating thereto setting unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person. Each Indemnified Person, by its acceptance of the benefits of this Section 14.5, agrees to refund and return any and all amounts paid by Holdings and the Borrowers to it if, pursuant to limitations on indemnification set forth in this Section 14.5, such expense in reasonable retailIndemnified Person was not entitled to receipt of such amounts. The agreements in this Section 13.5 14.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 14.5 shall not apply with respect to Taxes, other than any Taxes that represent liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, or disbursements, etc., arising from any non-Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the other Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation negotiation, syndication and execution and delivery of, and any amendment, supplement or modification to, of this Agreement and the other Credit Documents Documents, and any amendment, waiver, consent or other documents prepared in connection herewith modification of the provisions hereof and thereof (whether or therewithnot the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable feesall Attorney Costs, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx which shall be limited to Xxxxx Xxxxx LLP and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole (and solely in the case of a conflict of interest, one additional counsel and (if reasonably necessary) one local counsel in each relevant local jurisdictionjurisdiction to the affected Indemnitees similarly situated) and (ii) after the Closing Date, (b) to pay or reimburse each 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 or remedies under this Agreement, Agreement or the other Credit Documents (including all such costs and expenses incurred during any such other documentslegal proceeding, including the reasonable feesany bankruptcy or insolvency proceeding, disbursements and other charges including all respective Attorney Costs, which shall be limited to Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one counsel to the AgentsAdministrative Agent and the Lenders taken as a whole and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole and solely in the case of a conflict of interest, or such other one additional counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (dif reasonably necessary) to pay, indemnify, and hold harmless each Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 counselaffected Indemnitees similarly situated), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive the repayment of all other Obligations. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided that, with respect to the Loans and Closing Date, all amounts due under this Section 13.5 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within two (2) Business Days prior to the Closing Date. If any Credit Party fails to pay when due any costs, expenses or other amounts payable hereunderby it hereunder or under any Credit Document, such amount may be paid on behalf of such Credit Party by the Administrative Agent in its discretion.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx, Xxxx & Xxxxxxxx LLP (or such other counsel as may be agreed by the Required Lenders and the Borrower) and of Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to each of the AgentsAdministrative Agent and the Collateral Agent, each other Agent, and, to the extent required, one firm or such other local counsel retained for each Agent in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed) (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant jurisdiction (including, without limitation, the Mergerwhich may include a single special counsel acting in multiple jurisdictions)) or, of any such Indemnified Person arising out of or with respect to the Transactions or to the execution, enforcement, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments or relating to any action, includingclaim, without limitationlitigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Holdings, any of its Subsidiaries or any other Person), arising out of, or relating to the foregoing, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person relating in any way to the Borrower or any of its Related Parties (other than any trustee Subsidiaries or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving relating in any way to Borrower or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers, directors, employees or agents, or (ii) any a material breach of the obligations of such Indemnified Person or any Credit Document 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 of a court of competent jurisdiction or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the party Borrower or their respective Restricted Subsidiaries; provided that the exception for bad faith set forth in clause (i) and the exceptions set forth in clause (ii) of the immediately preceding proviso shall not apply to be indemnified. No Person entitled the Agents and shall not limit or impair the right of the Agents to indemnification under and reimbursement; provided further, with respect to the forgoing clause (diii), the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that the exceptions set forth in clause (i) (other than bad faith, which is not applicable to the Agents) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any immediately preceding proviso applies to such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx Pxxx Xxxxxxxx LLP (or such other counsel as may be agreed by the Term Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse 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 this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agents and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoeverwhatsoever (in each case, including excluding allocated costs of in-house counsel) (and the reasonable and documented out-of-pocket legal fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), in connection with the availability investigating or defending any of different claims or defenses in which case each such Person may retain the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant, material jurisdiction (includingwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, without limitationclaim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Merger) orBorrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable relating in any way to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers, directors, employees or agents, or (ii) any a material breach of the obligations of such Indemnified Person or any Credit Document by of its Related Parties under the party to be indemnified. No Person entitled to indemnification under clause (d) terms of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Person or arising out any of its activities Related Parties as determined in connection herewith or therewith a final and non-appealable judgment of a court of competent jurisdiction, (whether before or after the Original Closing Date). In iii) in the case of an investigationa proceeding initiated by a Credit Party against any Indemnified Person, litigation a breach of the obligations of such Indemnified Person or other proceeding to which the indemnity in any of its Related Parties of this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors Agreement or any other Person, whether Credit Document as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iv) any proceeding between and among Indemnified Persons that does not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt involve an act or omission by the Borrower or its Subsidiaries; provided the Agents, Letter of an invoice relating thereto setting Credit Issuer and Swingline Lender to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i), (ii) or (iii) of the immediately preceding proviso applies to such expense in reasonable retailperson at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, cost, expenses, or disbursements arising from any non-Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents Agents, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of the Initial Term Loan Facility and the Revolving Credit Facility and incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx Dxxxx Xxxx & Xxxxxxx Wxxxxxxx LLP and one and, to the extent necessary, a single firm of local counsel in each relevant appropriate local jurisdictionjurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), and (bii) to pay or reimburse each Agent of the Agents for all its their reasonable and documented or invoiced 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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the Agents, and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or such other counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender Lender, each Agent, the Letter of Credit Issuer, the Swingline Lender, each Lead Arranger and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent Joint Bookrunner and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities or penalties (collectively, claims, demands, actions, judgments, suits, costs, expenses or disbursements “Losses”) of any kind or nature whatsoever, including whatsoever and the reasonable and documented or invoiced out-of-pocket expenses, joint or several, to which any such Indemnified Party may become subject, in each case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of one primary a single firm of counsel and one for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each relevant appropriate local jurisdiction to such indemnified Persons (unless there is which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), related relating to the Transactions (including, without limitation, the Merger) or, with respect to or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any documents or the use of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations proceeds of the Borrower, any Loans or Letters of its Subsidiaries or any of the Real Estate Credit (all the foregoing in this clause (diii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim; and provided, provided further, that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Party with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (ia) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Party or any of its AffiliatesRelated Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, officers, directors, employees or agents, or (iib) any a material breach of the obligations of such Indemnified Party or any Credit Document by of its Affiliates under the party to be indemnified. No Person entitled to indemnification under clause (d) terms of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Party or arising out any of its activities Affiliates as determined in connection herewith or therewith a final and non-appealable decision of a court of competent jurisdiction, (whether before or after the Original Closing Date). In c) in addition to clause (b) above, in the case of an investigationany Proceeding initiated by Holdings, litigation the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other proceeding to which the indemnity Credit Document as determined in this Section 13.5 appliesa final and non-appealable decision by a court of competent jurisdiction, such indemnity shall be effective whether or not such investigation, litigation or proceeding is (d) any Proceeding brought by any Credit Party, its directors, stockholders or creditors or Indemnified Party against any other PersonIndemnified Party that does not involve an act or omission by Holdings, whether the Borrower or not any Person entitled its Restricted Subsidiaries; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to indemnification under the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (da), (b) or (c) of this Section 13.5 is otherwise a party theretothe immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5 13.5(a) shall be paid within ten Business Days of 30 days after receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to payeach Agent, indemnify, and hold harmless each Lender and Agent the Letter of Credit Issuer and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgmentsjudgements, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant jurisdiction (includingwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, without limitationclaim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding (including any inquiry or investigation of the Mergerforegoing) orwas brought by Holdings, any of its subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable to the operations of the Borrower, Holdings or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction, directorsor (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, employees the Borrower or agentsits Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents Administrative Agent and the Joint Lead Arrangers for all of their reasonable and documented out-of-pocket costs and expenses (with respect to attorney costs, limited to reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent and the Joint Lead Arrangers) incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx LLP Xxxxxxxx LLP, in its capacity as counsel to the Administrative Agent, and one counsel in each relevant appropriate local jurisdictionjurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse the Administrative Agent, and each Agent Lender (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 documentsdocuments (with respect to attorney costs, including limited to the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one primary counsel and one additional local counsel in each material jurisdiction to the AgentsAdministrative Agent and the Lenders and, solely in the case of an actual or such other potential conflict of interest, one additional legal counsel retained with in each of the Borrower’s consent (such consent not to be unreasonably withheldapplicable jurisdictions of the affected Administrative Agent and Lenders), (c) to pay, indemnify, and hold harmless each Lender Lender, Letter of Credit Issuer and the Administrative 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 the Administrative Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person (with respect to attorney costs, limited to the reasonable and documented fees, disbursements and other charges of one primary counsel and one for all such Persons, taken as a whole, and, if necessary, of a single firm of local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 applicable Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any the Administrative Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER, officersLETTER OF CREDIT ISSUER AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE RELATED PARTIES SHALL, directorsIN ALL CASES, employees or agentsBE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, or CONTRIBUTORY OR SOLE NEGLIGENCE), (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Administrative Agent in its capacity as such). NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (D) OF THIS SECTION 14.5 SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS USED BY THE ADMINISTRATIVE AGENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES WARRANT THE ADEQUACY OF SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR ANY TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement14.5, nor the Borrower or any of its Subsidiaries, shall any such Person have any liability for any special, punitive, indirect indirect, exemplary or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Funding Date). In ; provided that the case of an investigation, litigation or other proceeding foregoing shall not negate the Borrower’s obligations with respect to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretoIndemnified Liabilities. All amounts payable under this Section 13.5 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 reasonable retaildetail. The agreements in this Section 13.5 14.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 14.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse the Administrative Agent and the other Agents and the Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation negotiation, syndication and execution and delivery of, and any amendment, supplement or modification to, of this Agreement and the other Credit Documents Documents, and any amendment, waiver, consent or other documents prepared in connection herewith modification of the provisions hereof and thereof (whether or therewithnot the transactions contemplated thereby are consummated), and the consummation and administration (including all reasonable and documented costs, expenses, taxes, assessments and other charges incurred by the Administrative Agent, Collateral Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Document or any other document referred to therein or conducting of title reviews, mortgage matches and collateral reviews) of the transactions contemplated hereby and thereby, including the reasonable feesall Attorney Costs, disbursements and other charges of Xxxxxx which shall be limited to Xxxxxx & Xxxxxxx LLP and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole and one regulatory counsel to all such Persons as reasonably necessary with respect to a relevant regulatory matter, taken as a whole, (and solely in the case of an actual conflict of interest, one additional counsel and (if reasonably necessary) one local counsel and one regulatory counsel in each relevant local jurisdiction, jurisdiction to the affected Indemnitees similarly situated) and (bii) to pay or reimburse the Administrative Agent, Collateral Agent, the Issuing Banks and each Agent Lender for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights or remedies under this Agreement, Agreement or the other Credit Documents (including all such costs and expenses incurred during any such other documentslegal proceeding, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, any bankruptcy or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnifyinsolvency proceeding, and hold harmless each Lender and Agent from, any and including all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 counselAttorney Costs), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive the repayment of the Loans and all other Obligations. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request). If any Credit Party fails to pay when due any costs, expenses or other amounts payable hereunderby it hereunder or under any Credit Document, such amount may be paid on behalf of such Credit Party by the Administrative Agent in its discretion.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP primary counsel to the Joint Lead Arrangers and Bookrunners and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as 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 other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheldPerson may retain its own counsel), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other Parties(other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees Related Parties (other than any trustee or agents, advisor) or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders equity holders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees Borrowers, severally and jointly, agrees, subject to any limitations set forth in the Fee Letter, (a) to pay or reimburse the Agents Administrative Agent and the Lenders for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel (and, to the extent necessary, one local counsel in each any relevant local jurisdictionjurisdiction and, if reasonably required, one regulatory counsel) to the Administrative Agent, (b) to pay or reimburse (i) a single firm of counsel to the Administrative Agent, (ii) if reasonably necessary, one local counsel in each Agent relevant jurisdiction (which may include special counsel acting in multiple jurisdictions) and (iii) solely in the case of an actual or perceived conflict of interest, one additional primary counsel and one additional counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for each group of affected Lenders similarly situated taken as a whole, 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, indemnify and hold harmless each Lender 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other actual liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, and reasonable out-of-pocket 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 counsel, arising as a result 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person on the part of any Credit Party or any of its Related Parties (other than any trustee or advisor)) 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 actual or alleged presence of Hazardous Materials as a result of the operations of each Credit Party or any of its Subsidiaries, including at any of their Real Estate Property (all the foregoing in this clause (dc), collectively, the “indemnified liabilities”); provided, provided that the Borrower Credit Parties shall have no obligation hereunder to any the Administrative Agent or any Lender or nor any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith negligence or willful misconduct of the party to be indemnified or any one of its Affiliates, officers, directors, employees or agents, or their Related Parties; (ii) disputes among the Administrative Agent, the Lenders and/or their transferees; or (iii) diminution in value of any material breach Real Property of any Credit Party resulting from the presence of Hazardous Materials existing at such Real Property on or before the Closing Date. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, the Administrative Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document by or any agreement or instrument contemplated hereby, the party to be indemnifiedtransactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Person entitled to indemnification under clause (d) Lender, the Administrative Agent nor any of this Section 13.5 their respective Related Parties shall be liable for any damages arising from the use by others unintended recipients of any information or other materials obtained distributed by it through IntraLinks telecommunications, electronic or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any the other Credit Document Documents or the transactions contemplated hereby or thereby. This Section 12.05 shall not apply to Taxes other than any Taxes that represent losses, claims, damages, etc., arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise from a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereundernon-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents (promptly upon written demand (with reasonably supporting detail if the Borrower shall so request)) for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Milbank, Tweed, Xxxxxx & Xxxxxxx XxXxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant jurisdiction (includingwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, without limitationclaim, the Merger) orlitigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Holdings, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, 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 (other than by such indemnified person relating in any way to the Borrower or any of its Related Parties (other than any trustee Subsidiaries or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving relating in any way to Borrower or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, directorsthe Borrower or their respective Restricted Subsidiaries; provided the Agents, employees or agentsto the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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; Indemnification. The Borrower (a) Each of Holdings and the Borrower, jointly and severally, agrees (ai) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to payeach Agent, indemnify, and hold harmless each Lender and Agent the Letter of Credit Issuer and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant jurisdiction (includingwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, without limitationclaim, the Merger) orlitigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Holdings, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving relating in any way to Holdings or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction, directorsor (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, employees the Borrower or agentstheir respective Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.reasonable

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxxx, LLP, in its capacity as counsel to the Administrative Agent, and one counsel in each relevant appropriate local jurisdictionjurisdiction (excluding any allocated costs of in-house counsel), (b) to pay or reimburse each Issuing Bank and Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as 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 other counsel retained Person may, with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed), retain its own counsel), (c) to pay, indemnify, and hold harmless each Lender Lender, Issuing Bank and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender Lender, Issuing Bank and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel and one for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed), retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from 168 the use by others of any information or other materials obtained through IntraLinks internet, electronic, telecommunications or other similar information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor (except solely as a result of the indemnification obligations of the Borrower or any of its Subsidiaries set forth above) shall any such Person Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail, accompanied, if requested by the Borrower, by reasonable supporting documentation. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from a non-Tax claim, which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement 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 176 contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx Xxxx Xxxxxxxx LLP (or such other counsel as may be agreed by the Term Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse 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 this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agents and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoeverwhatsoever (in each case, including excluding allocated costs of in-house counsel) (and the reasonable and documented out-of-pocket legal fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), in connection with the availability investigating or defending any of different claims or defenses in which case each such Person may retain the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant, material jurisdiction (includingwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, without limitationclaim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Merger) orBorrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable relating in any way to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers, directors, employees or agents, or (ii) any a material breach of the obligations of such Indemnified Person or any Credit Document by of its Related Parties under the party to be indemnified. No Person entitled to indemnification under clause (d) terms of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Person or arising out any of its activities Related Parties as determined in connection herewith or therewith a final and non-appealable judgment of a court of competent jurisdiction, (whether before or after the Original Closing Date). In iii) in the case of an investigationa proceeding initiated by a Credit Party against any Indemnified Person, litigation a breach of the obligations of such Indemnified Person or other proceeding to which the indemnity in any of its Related Parties of this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors Agreement or any other Person, whether Credit Document as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iv) any proceeding between and among Indemnified Persons that does not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt involve an act or omission by the Borrower or its Subsidiaries; provided the Agents, Letter of an invoice relating thereto setting Credit Issuer and Swingline Lender to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i), (ii) or (iii) of the immediately preceding proviso applies to such expense in reasonable retailperson at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, cost, expenses, or disbursements arising from any non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, waiver, 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 reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP Xxxx Xxxxxxxx LLP, in their capacity as counsel to the Joint Lead Arrangers and the Joint Bookrunners, and one counsel in each relevant appropriate local jurisdictionjurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse 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 this Agreement, the other Credit Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one counsel to the AgentsAdministrative 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), or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel and one for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties, officers, directors, employees or agents, or (ii) any material breach (or, in the case of a proceeding brought by the Borrower, any breach) of any Credit Loan Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks internet, electronic, telecommunications or other similar information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Person Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Section 2.10.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents and the Letter of Credit Issuers for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx llp, Xxxxxx and Xxxxx, LLP, and Xxxxxxxx & Xxxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent and the Letter of Credit Issuers for all its their respective 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 and documented fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLPone firm of counsel, as and, if necessary, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction, in each case to the AgentsAgents and the Letter of Credit Issuers (and, in the case of an actual or perceived conflict of interest where the Person affected by such other counsel retained with conflict informs the Borrower’s Borrower of such conflict and thereafter, after receipt of the consent of the Borrower (such which consent shall not to be unreasonably withheldwithheld or delayed), retains its own counsel, of another firm of counsel for such affected Person), (c) to pay, indemnify, and hold harmless each Lender Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, employeespartners, trustees, investment advisors employees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one firm of primary counsel and and, if necessary, one firm of regulatory counsel and/or one firm of local counsel in each relevant jurisdiction appropriate jurisdiction, in each case, to such all indemnified Persons (unless there is and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the consent of the Borrower (which consent shall not be unreasonably withheld or the availability of different claims or defenses in which case each such Person may retain delayed), retains its own counsel, of another firm of counsel for such affected Person), related to the Transactions (including, without limitation, including the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisortrustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials involving or attributable to the operations of US Holdings, the Borrower, any of its the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”)) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PARTY) ; provided that the Borrower shall have no obligation hereunder to any Agent Agent, any Letter of Credit Issuer or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (iA) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Party or any of its AffiliatesRelated Parties (other than trustees and advisors), officers, directors, employees (B) a breach of the obligations of such Indemnified Party or agents, any of its Related Parties (other than trustees and advisors) under the Credit Documents or (iiC) any material breach disputes not involving an act or omission of any Credit Document by US Holdings, the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement Borrower or any other Credit Document Party or arising out any of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding their respective Affiliates and that is brought by any Credit Party, its directors, stockholders or creditors or an Indemnified Party against any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretoIndemnified Party. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans Loans, Posting Advances and all other amounts payable hereunder. No Credit Party nor any Indemnified Party shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the Indemnified Parties, to the extent any Indemnified Party is found liable for special, punitive, indirect or consequential damages to a third party). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties (as determined by a final non-appealable judgment of a court of competent jurisdiction).

Payment of Expenses; Indemnification. (a) The Borrower agrees (a) to pay or reimburse each of the Agents and the Arranger for all their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Term Loan Facility (other than fees payable to syndicate members) and the development, negotiation, preparation and execution and 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 the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees, and documented fees and disbursements of a single law firm as counsel to the Agents and other the Arranger and one local counsel to the Agents in any relevant jurisdiction and the charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdictionIntra-Links, (b) [Reserved], (c) to pay or reimburse each Agent Lender and the Agents for all its their reasonable out-of-pocket and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including, without limitation, all costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws, the reasonable fees, and documented fees and disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, a single law firm as counsel to the AgentsLenders and the Agents taken as a whole and one local counsel to the Lenders and the Agents taken as a whole in any relevant material jurisdiction (or, or such other counsel retained with the Borrower’s consent (such consent not respect to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each Lender and Agent fromenforcement, any and all recording and filing fees and relevant jurisdiction) and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction, (d) to pay, indemnify, and hold harmless or reimburse each Lender and Agent the Agents for, and hold each Lender and the Agents harmless from, any and all reasonable recording and filing fees and any and all reasonable liabilities with respect to, or resulting from any delay in paying 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 (e) to pay, indemnify or reimburse each Lender, the Agents, their respective affiliates, and their respective Affiliatesofficers, directors, officerstrustees, employees, trusteesadvisors, investment advisors agents and agents controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demandsclaims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever (limited to, including in the case of counsel, the reasonable and documented feesfees and disbursements of a single law firm as counsel to the Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, disbursements and other charges of if a conflict exists among such Persons, one additional primary counsel and and, if necessary or advisable, one local counsel in each relevant jurisdiction to such indemnified Persons jurisdiction) whether direct, indirect, special or consequential, incurred by an Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (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 (including, without limitation, the Mergeri) or, with respect to the execution, delivery, enforcement, performance and administration enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the other Credit Documents and any such other documents, including, without limitation, any performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the foregoing relating to transactions contemplated hereby or thereby, (ii) any Term Loan or the violation ofuse or proposed use of the proceeds thereof, noncompliance with (iii) any actual or liability underalleged presence or Release of Hazardous Materials on, at, under or from any Environmental Law (other than property owned, occupied or operated by such indemnified person the Borrower or any of its Related Parties (other than Subsidiaries, or any trustee or advisor)) or to liability under any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable Environmental Law related in any way to the operations of the Borrower, Borrower or any of its Subsidiaries or any of their respective properties, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Real Estate foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”), but excluding, in each case, taxes other than any taxes that represent losses, damages, etc., in respect of a non-tax claim; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined such Indemnified Liabilities (x) are found by a final non-appealable judgment and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or faith, willful misconduct or material breach of its obligations under this Agreement of such Indemnitee or (y) resulted from any dispute that does not involve an act or omission by the party to be indemnified Borrower or any of their respective affiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee against another Indemnitee other than any claims against an Indemnitee in its Affiliates, officers, directors, employees capacity or agents, in fulfilling its role as the Administrative Agent or (ii) any material breach of any Credit Document by the party to be indemnifiedArranger under the Term Loan Facility. No Person entitled to indemnification under clause (d) of this Section 13.5 Indemnitee shall be liable for any damages arising from the use by others unauthorized persons of any information or other materials obtained sent through IntraLinks electronic, telecommunications or other similar information transmission systems in connection with this Agreement, nor shall any that are intercepted by such Person have any liability persons or for any special, punitiveindirect, indirect consequential or consequential punitive damages relating in connection with the Term Loan Facility. Without limiting the foregoing, and to this Agreement 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 so to waive, all rights for contribution or any other Credit Document rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or arising out nature, under or related to Environmental Laws, that any of its activities in connection herewith them might have by statute or therewith (whether before or after otherwise against any Indemnitee except to the Original Closing Date). In extent wholly unrelated to the case of an investigation, litigation or other proceeding to which the indemnity in Facility and this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretoAgreement. All amounts payable due under this Section 13.5 9.5(a) shall be paid within ten Business Days of receipt payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to X. Xxxxxxx (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the address of an invoice relating thereto setting the Borrower set forth in Section 9.2, or to such expense other Person or address as may be hereafter designated by the Borrower in reasonable retaila notice to the Administrative Agent. The agreements in this Section 13.5 shall survive the termination of the Commitments and the repayment of the Term Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx Xxxx Xxxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse 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 this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoeverwhatsoever (in each case, including excluding allocated costs of in-house counsel) (and the reasonable and documented out-of-pocket legal fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), in connection with the availability investigating or defending any of different claims or defenses in which case each such Person may retain the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant, material jurisdiction (includingwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, without limitationclaim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Merger) orBorrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable relating in any way to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers, directors, employees or agents, or (ii) any a material breach of the obligations of such Indemnified Person or any Credit Document by of its Related Parties under the party to be indemnified. No Person entitled to indemnification under clause (d) terms of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Person or arising out any of its activities Related Parties as determined in connection herewith or therewith a final and non-appealable judgment of a court of competent jurisdiction, (whether before or after the Original Closing Date). In iii) in the case of an investigationa proceeding initiated by a Credit Party against any Indemnified Person, litigation a breach of the obligations of such Indemnified Person or other proceeding to which the indemnity in any of its Related Parties of this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors Agreement or any other Person, whether Credit Document as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iv) any proceeding between and among Indemnified Persons that does not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt involve an act or omission by the Borrower or its Subsidiaries; provided the Agents to the extent acting in their capacity as such, shall remain indemnified in respect of an invoice relating thereto setting such proceeding, to the extent that none of the exceptions set forth in clause (i), (ii) or (iii) of the immediately preceding proviso applies to such expense in reasonable retailperson at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other 138 amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, cost, expenses, or disbursements arising from any non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as 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 other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheldPerson may retain its own counsel), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors employees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees Related Parties (other than any trustee or agents, advisor) or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. (a) The Borrower Borrower, agrees (ai) to pay or reimburse each of the Agents Agents, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of the Initial Term Loan Facility and the Revolving Credit Facility and incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP and one and, to the extent necessary, a single firm of local counsel in each relevant appropriate local jurisdictionjurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent of the Agents for all its their reasonable and documented or invoiced 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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the Agents, and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or such other counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender Lender, each Agent, the Letter of Credit Issuer, the Swingline Lender, each Lead Arranger and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent Joint Bookrunner and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities (including liabilities under Environmental Laws) or penalties (collectively, claims, demands, actions, judgments, suits, costs, expenses or disbursements “Losses”) of any kind or nature whatsoever, including whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, joint or several, to which any such Indemnified Party may become subject, in each case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of one primary a single firm of counsel and one for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each relevant appropriate local jurisdiction to such indemnified Persons (unless there is which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party in each appropriate jurisdiction)), related relating to the Transactions (including, without limitation, or the Merger) or, with respect to Closing Date Refinancing Transactions or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any documents or the use of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations proceeds of the Borrower, any Loans or Letters of its Subsidiaries or any of the Real Estate Credit (all the foregoing in this clause (dSection 13.5(a), collectively, the “indemnified liabilities”); provided that this Section 13.5(a) shall not apply with respect to Taxes other than any Taxes that represent losses, provided claims, damages, liabilities or penalties arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Party with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (ia) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Party or any of its AffiliatesRelated Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, officers, directors, employees or agents, or (iib) any a material breach of the obligations of such Indemnified Party or any Credit Document by of its Related Parties under the party to be indemnified. No Person entitled to indemnification under clause (d) terms of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Party or arising out any of its activities Related Parties as determined in connection herewith or therewith a final and non-appealable decision of a court of competent jurisdiction, (whether before or after the Original Closing Date). In c) in addition to clause (b) above, in the case of an investigationany Proceeding initiated by Holdings, litigation the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other proceeding to which the indemnity Credit Document as determined in this Section 13.5 appliesa final and non-appealable decision by a court of competent jurisdiction, such indemnity shall be effective whether or not such investigation, litigation or proceeding is (d) any Proceeding brought by any Credit PartyIndemnified Party against any other Indemnified Party that does not involve an act or omission by Holdings, its directors, stockholders or creditors the Borrower or any other PersonRestricted Subsidiary; provided that each of the Agents, whether the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b), (c) or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretothe immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5 13.5(a) shall be paid within ten Business Days of 30 days after receipt by the Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunderhereunder and the termination of the Obligations.

Payment of Expenses; Indemnification. The Borrower agrees Borrowers agree (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable documented costs, fees and expenses associated with the initial collateral appraisal and field examination and all subsequent appraisals, examinations or update to the extent set forth in Section 9.2(b) and the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as 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 other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheldPerson may retain its own counsel), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other Parties(other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Parent Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”), provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.clause

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP one counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in each any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse each the Administrative Agent and any other Agent for all its reasonable out-of-pocket and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documentsdocuments (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLPone primary counsel (and, as in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the Agentsaffected Agent), or such other and one local counsel retained with the Borrower’s consent in each appropriate jurisdiction (such consent not to be unreasonably withheldwhich may include one special counsel acting in multiple jurisdictions), (cd) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (de) to pay, indemnify, and hold harmless each Lender Lender, each Letter of Credit Issuer and each Agent and their respective AffiliatesRelated Parties (each, directors, officers, employees, trustees, investment advisors and agents an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or the availability of different claims or defenses in which case each such Person may retain conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), related to the Transactions and one local counsel in each appropriate jurisdiction (including, without limitation, the Merger) orwhich may include one special counsel acting in multiple jurisdictions), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including the financing contemplated hereby (regardless of whether any Indemnitee is a party thereto and regardless of whether any such matter is initiated by a third party or by Holdings, the Borrower, any of their respective Affiliates, creditors or equity holders or any other Person), including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (de), collectively, the “indemnified liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents such Indemnitee with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted such indemnified liabilities result from (i) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in each case, who are involved in the party Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to be indemnified acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks IntraLinks, SyndTrak or other similar information transmission transmissions systems in connection with this Agreement, nor Agreement or the Transactions. No Indemnitee shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents Agents, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of the Initial Term Loan Facility and the Revolving Credit Facility and incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx Dxxxx Xxxx & Xxxxxxx Wxxxxxxx LLP and one and, to the extent necessary, a single firm of local counsel in each relevant appropriate local jurisdictionjurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), and (bii) to pay or reimburse each Agent of the Agents for all its their reasonable and documented or invoiced 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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the Agents, and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or such other counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender Lender, each Agent, the Letter of Credit Issuer, the Swingline Lender, each Lead Arranger and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent Joint Bookrunner and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities or penalties (collectively, claims, demands, actions, judgments, suits, costs, expenses or disbursements “Losses”) of any kind or nature whatsoever, including whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, joint or several, to which any such Indemnified Party may become subject, in each case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e) to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of one primary a single firm of counsel and one for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each relevant appropriate local jurisdiction to such indemnified Persons (unless there is which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), related relating to the Transactions (including, without limitation, the Merger) or, with respect to or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any documents or the use of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations proceeds of the Borrower, any Loans or Letters of its Subsidiaries or any of the Real Estate Credit (all the foregoing in this clause (diii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim; and provided, provided further, that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Party with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (ia) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Party or any of its AffiliatesRelated Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, officers, directors, employees or agents, or (iib) any a material breach of the obligations of such Indemnified Party or any Credit Document by of its Related Parties under the party to be indemnified. No Person entitled to indemnification under clause (d) terms of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Party or arising out any of its activities Related Parties as determined in connection herewith or therewith a final and non-appealable decision of a court of competent jurisdiction, (whether before or after the Original Closing Date). In c) in addition to clause (b) above, in the case of an investigationany Proceeding initiated by Holdings, litigation the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other proceeding to which the indemnity Credit Document as determined in this Section 13.5 appliesa final and non-appealable decision by a court of competent jurisdiction, such indemnity shall be effective whether or not such investigation, litigation or proceeding is (d) any Proceeding brought by any Credit Party, its directors, stockholders or creditors or Indemnified Party against any other PersonIndemnified Party that does not involve an act or omission by Holdings, whether the Borrower or not any Person entitled its Restricted Subsidiaries; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to indemnification under the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (da), (b) or (c) of this Section 13.5 is otherwise a party theretothe immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5 13.5(a) shall be paid within ten Business Days of 30 days after receipt by the Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunderhereunder and the termination of the Obligations.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender, each Agent, the Letter of Credit Issuer and the Swingline 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant jurisdiction (including, without limitation, the Mergerwhich may include a single special counsel acting in multiple jurisdictions)) or, of any such Indemnified Person arising out of or with respect to the Transactions or to the execution, enforcement, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments or relating to any action, includingclaim, without limitationlitigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Holdings, any of its Subsidiaries or any other Person), arising out of the foregoing, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person relating in any way to the Borrower or any of its Related Parties (other than any trustee Subsidiaries or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving relating in any way to Borrower or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, directorsthe Borrower or their respective Restricted Subsidiaries; provided the Agents, employees or agentsto the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents Administrative Agent for all their of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP Norton Xxxx Xxxxxxxxx, in its capacity as counsel to the Administrative Agent, and one counsel in each relevant appropriate local jurisdictionjurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse each the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one counsel to the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld)Administrative Agent, (c) to pay, indemnify, and hold harmless each Lender Lender, Letter of Credit Issuer and the Administrative 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 the Administrative Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel and one for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any the Administrative Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER, officersLETTER OF CREDIT ISSUER AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE RELATED PARTIES SHALL, directorsIN ALL CASES, employees or agentsBE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, or CONTRIBUTORY OR SOLE NEGLIGENCE), (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Administrative Agent in its capacity as such). NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (D) OF THIS SECTION 13.5 SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS USED BY THE ADMINISTRATIVE AGENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES WARRANT THE ADEQUACY OF SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR ANY TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement13.5, nor the Borrower or any of its Subsidiaries, shall any such Person have any liability for any special, punitive, indirect indirect, exemplary or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In ; provided that the case of an investigation, litigation or other proceeding foregoing shall not negate the Borrower’s obligations with respect to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretoIndemnified Liabilities. All amounts payable under this Section 13.5 shall be paid within ten 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes other than any Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents Agents, the Lead Arrangers and, the Joint Bookrunners and the 2019 Incremental Term Loan Joint Lead Arrangers for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of the Initial Term Loan Facility , the 2019 Incremental Term Loan Facility and the Revolving Credit Facility, as applicable, and incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx Dxxxx Xxxx & Xxxxxxx Wxxxxxxx LLP and one and, to the extent necessary, a single firm of local counsel in each relevant appropriate local jurisdictionjurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), and (bii) to pay or reimburse each Agent of the Agents for all its their reasonable and documented or invoiced 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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the Agents, and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or such other counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender Lender, each Agent, the Letter of Credit Issuer, the Swingline Lender, each Lead Arranger and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent Joint Bookrunner and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities or penalties (collectively, claims, demands, actions, judgments, suits, costs, expenses or disbursements “Losses”) of any kind or nature whatsoever, including whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, joint or several, to which any such Indemnified Party may become subject, in each case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e) to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of one primary a single firm of counsel and one for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each relevant appropriate local jurisdiction to such indemnified Persons (unless there is which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), related relating to the Transactions (including, without limitation, the Merger) or, with respect to or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any documents or the use of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations proceeds of the Borrower, any Loans or Letters of its Subsidiaries or any of the Real Estate Credit (all the foregoing in this clause (diii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim; and provided, provided further, that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Party with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (ia) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Party or any of its AffiliatesRelated Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, officers, directors, employees or agents, or (iib) any a material breach of the obligations of such Indemnified Party or any Credit Document by of its Related Parties under the party to be indemnified. No Person entitled to indemnification under clause (d) terms of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Party or arising out any of its activities Related Parties as determined in connection herewith or therewith a final and non-appealable decision of a court of competent jurisdiction, (whether before or after the Original Closing Date). In c) in addition to clause (b) above, in the case of an investigationany Proceeding initiated by Holdings, litigation the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other proceeding to which the indemnity Credit Document as determined in this Section 13.5 appliesa final and non-appealable decision by a court of competent jurisdiction, such indemnity shall be effective whether or not such investigation, litigation or proceeding is (d) any Proceeding brought by any Credit Party, its directors, stockholders or creditors or Indemnified Party against any other PersonIndemnified Party that does not involve an act or omission by Holdings, whether the Borrower or not any Person entitled its Restricted Subsidiaries; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to indemnification under the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (da), (b) or (c) of this Section 13.5 is otherwise a party theretothe immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5 13.5(a) shall be paid within ten Business Days of 30 days after receipt by the Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunderhereunder and the termination of the Obligations.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the other Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation negotiation, syndication and execution and delivery of, and any amendment, supplement or modification to, of this Agreement and the other Credit Documents Documents, and any amendment, waiver, consent or other documents prepared in connection herewith modification of the provisions hereof and thereof (whether or therewithnot the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable feesall Attorney Costs, disbursements and other charges of Xxxxxx which shall be limited to Xxxxxx & Xxxxxxx LLP and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole (and solely in the case of an actual conflict of interest, one additional counsel and (if reasonably necessary) one local counsel in each relevant local jurisdictionjurisdiction to the affected Indemnitees similarly situated) and (ii) after the Closing Date, (b) to pay or reimburse each 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 or remedies under this Agreement, Agreement or the other Credit Documents (including all such costs and expenses incurred during any such other documentslegal proceeding, including the reasonable feesany bankruptcy or insolvency proceeding, disbursements and other charges including all respective Attorney Costs, which shall be limited to Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one counsel to the AgentsAdministrative Agent and the Lenders taken as a whole and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole and solely in the case of an actual conflict of interest, or such other one additional counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (dif reasonably necessary) to pay, indemnify, and hold harmless each Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 counselaffected Indemnitees similarly situated), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive the repayment of all other Obligations. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided that, with respect to the Loans and Closing Date, all amounts due under this Section 13.5 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within two (2) Business Days prior to the Closing Date. If any Credit Party fails to pay when due any costs, expenses or other amounts payable hereunderby it hereunder or under any Credit Document, such amount may be paid on behalf of such Credit Party by the Administrative Agent in its discretion.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection 715000788 12406500715000788 12406500 with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxx & ElkinsMayer Xxxxx LLP, in their capacity as counsel to the Lead Arrangers and the Joint Bookrunners, and one counsel in each relevant appropriate local jurisdictionjurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse 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 this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as (i) 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) and (ii) any financial advisors or other counsel retained with agents or consultants of the Borrower’s consent (such consent not to be unreasonably withheld)Administrative Agent and Collateral Agent, (c) to pay, indemnify, and hold harmless each Lender 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel and one for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties, officers, directors, employees or agents, or (ii) any material breach (or, in the case of a proceeding brought by the Borrower, any breach) of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks internet, electronic, telecommunications or other similar information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Person Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.. This Section 13.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5. 715000788 12406500715000788 12406500

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any 189 liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred (without duplication) Incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or restatement, supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent for all its their reasonable and documented out-of-pocket 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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender, each Agent, the Letter of Credit Issuer and the Swingline 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant jurisdiction (including, without limitation, the Mergerwhich may include a single special counsel acting in multiple jurisdictions)) or, of any such Indemnified Person arising out of or with respect to the Transactions or to the execution, enforcement, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocument or relating to any action, includingclaim, without limitationlitigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, any of its Subsidiaries or any other Person), arising 159 out of the foregoing , including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving relating in any way to Borrower or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by the Borrower or any of its Subsidiaries; provided the Agents, directorsto the extent acting in their capacity as such, employees or agentsshall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender, each Agent, each Letter of Credit Issuer and the Swingline 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant jurisdiction (including, without limitation, the Mergerwhich may include a single special counsel acting in multiple jurisdictions)) or, of any such Indemnified Person arising out of or with respect to the Transactions, or the Amendment No. 4 Transactions or the Amendment No. 5 Transactions or to the execution, enforcement, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments or relating to any action, includingclaim, without limitationlitigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Holdings, any of its Subsidiaries or any other Person), arising out of the foregoing, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person relating in any way to the Borrower or any of its Related Parties (other than any trustee Subsidiaries or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving relating in any way to Borrower or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, directorsthe Borrower or their respective Restricted Subsidiaries; provided the Agents, employees or agentsto the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, 159 claims, demands, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, negotiation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewiththerewith (in the case of any amendment, supplement, modification or waiver, whether or not effective), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx (x) Dxxxx Xxxx & Xxxxxxx Wxxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), (y) one counsel in each relevant local jurisdictionmaterial jurisdiction and (z) other advisors and consultants to the Agents to the extent the Borrower provides written consent thereto (in its sole discretion), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant material jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheld, delayed or conditioned) (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees), of another firm of counsel for all similarly affected Indemnified Persons), and to the extent required, one firm or local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto), arising out of any Commitment, Loan or the availability use or proposed use of different claims the proceeds therefrom, arising out of, or defenses in which case each such Person may retain its own counsel), related with respect to the Transactions (including, without limitation, the Merger) or, with respect or to the execution, delivery, enforcementperformance, performance administration and administration enforcement of this Agreement, the other Credit Documents and any such other documents, includingagreements, without limitationletters or instruments delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), regardless of whether brought by the Borrower, any of its subsidiaries or any other Person collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction, directorsor (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, employees the Borrower or agentsany of their respective Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in the immediately preceding clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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. Holdings, the Borrower and their subsidiaries shall not be liable for any settlement of any proceeding effected without the Borrower’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if such proceeding is settled with the written consent of the Borrower or if a final and non-appealable judgment is entered against an Indemnified Person in such proceeding, the Borrower shall indemnify and hold harmless such Indemnified Person to the extent specified in this paragraph (a). Holdings, the Borrower and their Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents Administrative Agent and each Joint Lead Arranger for all of their reasonable and documented out-of-pocket costs and expenses (with respect to attorney costs, limited to reasonable fees, disbursements and other charges of one primary outside counsel to the Administrative Agent and the Joint Lead Arrangers (which is Xxxxxxx Xxxxxxx & Xxxxxxxx LLP as of the Closing Date) and one outside counsel in each appropriate local jurisdiction) incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse the Administrative Agent, and each Agent Lender 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 documentsdocuments (with respect to attorney costs, including limited to the reasonable and documented fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLPone primary outside counsel for all such Persons, taken as a whole, and, if necessary, of a single firm of local outside counsel to the Agentsin each material jurisdiction for all Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such other counsel retained Person with the Borrower’s consent (such consent not to be unreasonably withheldconflict may retain its own outside counsel)), (c) to pay, indemnify, and hold harmless each Lender Lender, Letter of Credit Issuer and the Administrative Agent from, any and all recording and [CREDIT AGREEMENT] filing fees fees, and (d) to pay, indemnify, and hold harmless each Lender Lender, Letter of Credit Issuer, each Joint Lead Arranger and the Administrative Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person (with respect to attorney costs, limited to the reasonable and documented fees, disbursements and other charges of one primary outside counsel and one for all such Persons, taken as a whole, and, if necessary, of a single firm of local outside counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 outside counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 applicable Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to the Administrative Agent, any Agent Letter of Credit Issuer or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER, officersLETTER OF CREDIT ISSUER AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE RELATED PARTIES SHALL, directorsIN ALL CASES, employees or agentsBE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, or CONTRIBUTORY OR SOLE NEGLIGENCE), (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Administrative Agent or a Joint Lead Arranger in its capacity as such). NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (D) OF THIS SECTION 13.5 SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS USED BY THE ADMINISTRATIVE AGENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES WARRANTS THE ADEQUACY OF SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR [CREDIT AGREEMENT] FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR ANY TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement13.5, nor the Borrower or any of its Subsidiaries, shall any such Person have any liability for any special, punitive, indirect indirect, exemplary or consequential damages (including any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In ; provided that the case of an investigation, litigation or other proceeding foregoing shall not negate the Borrower’s obligations with respect to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretoIndemnified Liabilities. All amounts payable under this Section 13.5 shall be paid within ten 15 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5. For the avoidance of doubt, the Borrower shall not be obligated under this Section 13.5 with respect to any allocated costs of in-house counsel.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx Rxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including all such out-of-pocket costs and expenses incurred during any workout or restructuring and including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to payeach Agent, indemnify, and hold harmless each Lender and Agent Letter of Credit Issuer and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant jurisdiction (includingwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any 157 action, without limitationclaim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Merger) orBorrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable relating in any way to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction, directorsor (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by the Borrower or its Restricted Subsidiaries; provided the Agents, employees or agentsto the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents Agents, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of the Initial Term Loan Facility and the Revolving Credit Facility and incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx Dxxxx Xxxx & Xxxxxxx Wxxxxxxx LLP and one and, to the extent necessary, a single firm of local counsel in each relevant appropriate local jurisdictionjurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), and (bii) to pay or reimburse each Agent of the Agents for all its their reasonable and documented or invoiced 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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the Agents, and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or such other counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender Lender, each Agent, the Letter of Credit Issuer, the Swingline Lender, each Lead Arranger and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent Joint Bookrunner and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities or penalties (collectively, claims, demands, actions, judgments, suits, costs, expenses or disbursements “Losses”) of any kind or nature whatsoever, including whatsoever and the reasonable and documented or invoiced out-of-pocket expenses, joint or several, to which any such Indemnified Party may become subject, in each case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of one primary a single firm of counsel and one for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each relevant appropriate local jurisdiction to such indemnified Persons (unless there is which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), related relating to the Transactions (including, without limitation, the Merger) or, with respect to or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any documents or the use of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations proceeds of the Borrower, any Loans or Letters of its Subsidiaries or any of the Real Estate Credit (all the foregoing in this clause (diii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim; and provided, provided further, that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Party with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (ia) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Party or any of its AffiliatesRelated Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, officers, directors, employees or agents, or (iib) any a material breach of the obligations of such Indemnified Party or any Credit Document by of its Affiliates under the party to be indemnified. No Person entitled to indemnification under clause (d) terms of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Party or arising out any of its activities Affiliates as determined in connection herewith or therewith a final and non-appealable decision of a court of competent jurisdiction, (whether before or after the Original Closing Date). In c) in addition to clause (b) above, in the case of an investigationany Proceeding initiated by Holdings, litigation the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other proceeding to which the indemnity Credit Document as determined in this Section 13.5 appliesa final and non-appealable decision by a court of competent jurisdiction, such indemnity shall be effective whether or not such investigation, litigation or proceeding is (d) any Proceeding brought by any Credit Party, its directors, stockholders or creditors or Indemnified Party against any other PersonIndemnified Party that does not involve an act or omission by Holdings, whether the Borrower or not any Person entitled its Restricted Subsidiaries; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to indemnification under the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (da), (b) or (c) of this Section 13.5 is otherwise a party theretothe immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5 ‎13.5(a) shall be paid within ten Business Days of 30 days after receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 ‎13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx Rxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to payeach Agent, indemnify, and hold harmless each Lender and Agent the Letter of Credit Issuer and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgmentsjudgements, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto), arising out of, or with respect to the Transactions (including, without limitation, the Merger) or, with respect or to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable to the operations of the Borrower, Holdings or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), regardless of whether brought by Holdings, any of its subsidiaries or any other Person collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction, directorsor (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, employees the Borrower or agentsits Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.. This Section 13.5 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. 168

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxx Xxxxx LLP, in theirits capacity as counsel to the Lead Arrangers, the Joint Bookrunners and the Senior Managing Agents, and one counsel in each relevant appropriate local jurisdictionjurisdiction (excluding any allocated costs of in-house counsel), (b) to pay or reimburse each Issuing Bank and 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, -184- 727670773 12335469 the other Credit Documents and any such other documents, in each case, whether before or after the occurrence of an Event of Default, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLPone counsel, as and one counsel in each appropriate local jurisdiction 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 other counsel retained Person may, with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed), retain its own counsel), (c) to pay, indemnify, and hold harmless each Lender Lender, Issuing Bank and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender Lender, Issuing Bank and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel and one for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed), retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks internet, electronic, telecommunications or other similar information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor (except solely as a result of the indemnification obligations of the Borrower or any of its Subsidiaries set forth above) shall any such Person Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages relating to this Agreement (including, without limitation, any loss of profits, business or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.anticipated -185- 727670773 12335469

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the 162 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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP GableGotwals, in its capacity as counsel to the Administrative Agent, and one counsel in each relevant appropriate local jurisdictionjurisdiction (excluding any allocated costs of in-house counsel), (b) to pay or reimburse each Lender, Issuing Bank and Agent for all its reasonable out-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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as 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 other counsel retained Person may, with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed), retain its own counsel), (c) to pay, indemnify, and hold harmless each Lender Lender, Issuing Bank and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender Lender, Issuing Bank and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other Person, including reasonable and documented fees, disbursements and other charges of one primary counsel and one for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed), retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not involving any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks internet, electronic, telecommunications or other similar information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor (except solely for indemnification for any special, punitive, indirect or consequential damages as a result of the indemnification obligations of the Borrower or any of its Subsidiaries set forth above) shall any such Person Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail, accompanied, if requested by the Borrower, by reasonable supporting documentation. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.. This Section 13.5 shall not apply with respect to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from a non-Tax claim, which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5. 139

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of 128 any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents Arrangers, the Agents, the Managers, the Managing Agents, the Securities Intermediary and, with respect to the Initial Lending Institution Provisions, the Initial Lending Institutions for all their reasonable and itemized out-of-pocket costs and expenses incurred in connection with the developmentsyndication of the Facilities (other than fees payable to syndicate members) and the preparation, preparation negotiation and execution and 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 the consummation and administration of the transactions contemplated hereby and therebythereby (including, including without limitation, the Arrangers’ and Initial Lending Institutions’ administration and other actions in furtherance of Section 7.23, the Disbursement Agreement and the Initial Lending Institution Provisions, as the case may be) including, without limitation, the reasonable fees, fees and disbursements and other charges of Xxxxxx the Collateral Agent, the Nevada Collateral Agent and Xxxxxx & Xxxxxxx LLP LLP, special counsel to the Administrative Agent and one the Disbursement Agent, and any local counsel in each relevant local jurisdictionthe State of Nevada retained by the Administrative Agent and the charges of IntraLinks and the fees, expenses and disbursements of the Construction Consultant and the Insurance Advisor, (b) to pay or reimburse each Lender, Arranger, Manager, Managing Agent and Agent (after the occurrence of an Event of Default) for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the reasonable fees, allocated fees and disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as in-house counsel) to each Lender and of counsel to each Arranger, Manager, Managing Agent and Agent and the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld)charges of IntraLinks, (c) to pay, indemnify, and hold harmless each Lender Lender, Arranger, Manager, Managing Agent and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any Loan Party’s 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 and Agent Lender, Arranger, Agent, Manager, Managing Agent, Securities Intermediary, their respective affiliates, and their respective Affiliatesofficers, directors, officerspartners, trustees, employees, trusteesaffiliates, investment advisors advisors, agents, attorneys–in–fact and agents controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, judgments or 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 (including, without limitation, the Merger) or, whatsoever with respect to or arising out of the execution, delivery, 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 use of proceeds of the Loans or Letters of Credit, the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 their Properties or the Real Estate use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons and the reasonable fees, costs and expenses and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this clause subsection (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined such Indemnified Liabilities are found by a final non-appealable judgment and nonappealable decision of a court of competent jurisdiction to have resulted solely from (i) the gross negligence, bad faith negligence or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material such Indemnitee in breach of any Credit Document by a duty owed to the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretoBorrower. All amounts payable due under this Section 13.5 shall be paid within ten payable not later than five Business Days of receipt after written demand therefor. Statements payable by the Borrower of an invoice relating thereto setting forth pursuant to this Section shall be submitted to the Borrower in accordance with Section 10.2, or to such expense other Person or address as may be hereafter designated by the Borrower in reasonable retaila written notice to the Administrative Agent. The agreements in this Section 13.5 shall survive repayment of the Loans and Letters of Credit and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Holdings and the Borrower agrees agree (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP LLP, as counsel to the Agents, and one local counsel to the Agents in each relevant local jurisdiction, or such other counsel retained with Holdings’ consent (such consent not to be unreasonably withheld), (b) to pay or reimburse 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 this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, and one local counsel to the Agents in each relevant jurisdiction, or such other counsel retained with the Borrower’s Holdings’ consent (such consent not to be unreasonably withheld), (c) without duplication of Section 5.4(b), to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the Merger) or, or with respect to the execution, delivery, 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 (other than by such indemnified person Law, in each case, applicable to Holdings or any of its Related Parties (other than any trustee or advisor)) Subsidiaries or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable to the operations of the Borrower, Holdings or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”), ; provided that the Borrower Holdings shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, or any of its or its Affiliates’ officers, directors, employees employees, members or agents, or (ii) any a material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes between and among Persons otherwise entitled to indemnification; provided that the Agents (and their related affiliates, officers, directors, employees, agents, controlling persons, advisors and other representatives), to the extent acting in their capacity as such, shall remain indemnified in respect of such disputes to the extent otherwise entitled to be so indemnified hereunder. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, and whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower Holdings of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, demands, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to payeach Agent, indemnify, and hold harmless each Lender and Agent the Letter of Credit Issuer and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgmentsjudgements, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto), arising out of, or with respect to the Transactions (including, without limitation, the Merger) or, with respect or to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable to the operations of the Borrower, Holdings or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), regardless of whether brought by Holdings, any of its subsidiaries or any other Person collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction, directorsor (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, employees the Borrower or agentsits Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents Administrative Agent and the Joint Lead Arrangers for all of their reasonable and documented out-of-pocket costs and expenses (with respect to attorney costs, limited to reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent and the Joint Lead Arrangers) incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx LLP Xxxxxxxx LLP, in its capacity as counsel to the Administrative Agent, and one counsel in each relevant appropriate local jurisdictionjurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse the Administrative Agent, and each Agent Lender 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 documentsdocuments (with respect to attorney costs, including limited to the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one primary counsel and one additional local counsel in each material jurisdiction to the AgentsAdministrative Agent and the Lenders and, solely in the case of an actual or such other potential conflict of interest, one additional legal counsel retained with in each of the Borrower’s consent (such consent not to be unreasonably withheldapplicable jurisdictions of the affected Administrative Agent and Lenders), (c) to pay, indemnify, and hold harmless each Lender Lender, Letter of Credit Issuer and the Administrative 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 the Administrative Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person (with respect to attorney costs, limited to the reasonable and documented fees, disbursements and other charges of one primary counsel and one for all such Persons, taken as a whole, and, if necessary, of a single firm of local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 applicable Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any the Administrative Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER, officersLETTER OF CREDIT ISSUER AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE RELATED PARTIES SHALL, directorsIN ALL CASES, employees or agentsBE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, or CONTRIBUTORY OR SOLE NEGLIGENCE), (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Administrative Agent in its capacity as such). NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (D) OF THIS SECTION 14.5 SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS USED BY THE ADMINISTRATIVE AGENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES WARRANT THE ADEQUACY OF SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH 146 ANY COMMUNICATIONS OR ANY TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement14.5, nor the Borrower or any of its Subsidiaries, shall any such Person have any liability for any special, punitive, indirect indirect, exemplary or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Funding Date). In ; provided that the case of an investigation, litigation or other proceeding foregoing shall not negate the Borrower’s obligations with respect to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretoIndemnified Liabilities. All amounts payable under this Section 13.5 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 reasonable retaildetail. The agreements in this Section 13.5 14.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 14.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP Xxxxx Xxxxx LLP, in its capacity as counsel to the Administrative Agent, one special energy counsel and one counsel in each relevant appropriate local jurisdictionjurisdiction (excluding any allocated costs of in-house counsel), (b) to pay or reimburse the Agents, each Agent Issuing Bank, each Lead Arranger and each Lender for all of its reasonable and documented out-of-pocket costs and expenses incurred during any workout or restructuring, or negotiations in respect thereof, or in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, in each case, whether before or after the occurrence of an Event of Default, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLPone counsel, as and one counsel in each appropriate local jurisdiction and one financial advisor to the Agents, Administrative Agent (unless there is an actual or perceived conflict of interest in which case each such other Person may retain its own counsel retained with the Borrower’s consent (such consent not to be unreasonably withheldor financial advisor), (c) to pay, indemnify, and hold harmless each Lender Lender, Issuing Bank, Lead Arranger and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender Lender, Issuing Bank, Lead Arranger and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel and one for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed), retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been to have resulted from (i) the gross negligence 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 to have resulted from (i) the gross negligencejurisdiction, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified as determined by a final non-appealable judgment of a court of competent jurisdiction or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent or any Lead Arranger, in each case, in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks internet, electronic, telecommunications or other similar information transmission systems (including IntraLinks or SyndTrak Online) (a “Platform”) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor (except solely as a result of the indemnification obligations of the Borrower or any of its Subsidiaries set forth above) shall any such Person Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail, accompanied, if requested by the Borrower, by reasonable supporting documentation. The agreements in this Section 13.5 shall survive the termination of this Agreement and the repayment of the Loans and payment of all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from a non-Tax claim, which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender, each Agent, each Letter of Credit Issuer and the Swingline 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant jurisdiction (including, without limitation, the Mergerwhich may include a single special counsel acting in multiple jurisdictions)) or, of any such Indemnified Person arising out of or with respect to the Transactions, the Amendment No. 4 Transactions or, the Amendment No. 5 Transactions or the Amendment No. 6 Transactions or to the execution, enforcement, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments or relating to any action, includingclaim, without limitationlitigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Holdings, any of its Subsidiaries or any other Person), arising out of the foregoing, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person relating in any way to the Borrower or any of its Related Parties (other than any trustee Subsidiaries or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving relating in any way to Borrower or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, directorsthe Borrower or their respective Restricted Subsidiaries; provided the Agents, employees or agentsto the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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; Indemnification. The Subject to the provisions of the DIP Order, the Borrower agrees (a) to pay or reimburse the Agents Pre-Petition Agent, the Pre-Petition Lenders, the Administrative Agent and the Lenders for all of their reasonable documented (in summary form) out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx & Xxxxxx & Xxxxxxx LLP L.L.P., in its capacity as counsel to the Pre-Petition Agent and one counsel in each relevant local jurisdictionthe Administrative Agent, and any financial advisors, engineers and environmental consultants of the Pre-Petition Agent, the Pre-Petition Lenders, the Administrative Agent and the Lenders, (b) to pay or reimburse each the Pre-Petition Agent, the Pre-Petition Lenders, the Administrative Agent and the Lenders for all its reasonable of their documented (in summary form) 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 Xxxxxx Xxxxxx & Xxxxxxx LLPcounsel, as counsel financial advisors, engineers and environmental consultants to the AgentsPre-Petition Agent, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld)Pre-Petition Lenders, the 121 Administrative Agent and the Lenders, (c) to pay, indemnify, and hold harmless each Lender Lender, the Letter of Credit Issuer and the Administrative Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender Lender, the Letter of Credit Issuer and the Administrative Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented (in summary form) fees, disbursements and other charges of one primary counsel and one local counsel in each relevant jurisdiction to for all 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 (including, without limitation, the Merger) orPersons, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments and any transaction contemplated hereby or any transaction connected therein, including, without limitation, any of the foregoing relating (i) to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or (ii) to any actual or alleged presence, release Release or threatened release Release of, or exposure to, Hazardous Materials, in each case of Hazardous Materials clauses (i) and (ii), involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any the Administrative Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER, officersTHE LETTER OF CREDIT ISSUER AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE RELATED PARTIES SHALL, directorsIN ALL CASES, employees or agentsBE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, or CONTRIBUTORY OR SOLE NEGLIGENCE), (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or any of its Related Parties or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Administrative Agent in its capacity as such). NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (d) OF THIS SECTION 13.5 SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS USED BY THE ADMINISTRATIVE AGENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES WARRANT THE ADEQUACY OF SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR ANY TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement13.5, nor the Borrower or any of its Subsidiaries, shall any such Person have any liability for any special, punitive, indirect indirect, exemplary or consequential damages (including any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In ; provided that the case of an investigation, litigation or other proceeding foregoing shall not negate the Borrower’s obligations with respect to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretoIndemnified Liabilities. All amounts payable under this Section 13.5 shall be paid within ten 10 Business Days of after receipt by the Borrower of an invoice relating thereto setting forth such 122 expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the DIP Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and 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 the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties Affiliates, officers, directors, employees or agents (other than any trustee or advisor)) 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 the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents agents, with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Loan Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Loan Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is 116 otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to payeach Agent, indemnify, and hold harmless each Lender and Agent Letter of Credit Issuer and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Parties, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and whether any such proceeding is brought by the Borrower or any other person), arising out of, or with respect to the Transactions (including, without limitation, the Merger) or, with respect or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents Documents, any Letter of Credit, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction, directorsor (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, employees the Borrower or agentsits Restricted Subsidiaries; provided that the Administrative Agent, each Letter of Credit Issuer, and the Collateral Agent, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents Term Agent and the Arrangers for all of their reasonable and documented out-of-pocket costs and expenses (with respect to legal expenses, limited to reasonable fees, disbursements and other charges of one primary outside counsel to the Term Agent of its choosing and one primary outside counsel to the Arrangers, additional specialist counsel as applicable (limited to one firm of specialist counsel, of the Term Agent’s choosing, to the Term Agent per specialty and one firm of specialist counsel to the Arrangers per specialty), and one outside counsel in each appropriate local jurisdiction incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction), (b) to pay or reimburse the Term Agent, each Agent Arranger and each Lender 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 documentsdocuments (with respect to attorney costs, including limited to the reasonable and documented fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLPone primary outside counsel for all such Persons, taken as a whole, and, if necessary, of a single firm of local outside counsel in each material jurisdiction for all Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person with such conflict may retain its own outside counsel) and additional specialist counsel as applicable (limited to the Agentsone firm of specialist counsel for all such Persons, or such other taken as a whole, per specialty), and one outside counsel retained with the Borrower’s consent (such consent not to be unreasonably withheldin each appropriate local jurisdiction), (c) to pay, indemnify, and hold harmless each Lender and the Term Agent from, from any and all recording and filing fees fees, and (d) to pay, indemnify, and hold harmless each Lender Lender, the Term Agent and Agent each Arranger and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person (with respect to attorney costs, limited to the reasonable and documented fees, disbursements and other charges of one primary outside counsel and one for all such Persons, taken as a whole, and, if necessary, of a single firm of local outside counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 outside counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 applicable Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Subsidiaries or any of the Real Estate Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to the Term Agent, any Agent Lender or any Lender Arranger or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has they have been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith negligence or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER, officersTHE TERM AGENT AND EACH ARRANGER AND THEIR RESPECTIVE RELATED PARTIES SHALL, directorsIN ALL CASES, employees or agentsBE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, or CONTRIBUTORY OR SOLE NEGLIGENCE), (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Term Agent or an Arranger in its capacity as such). NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (D) OF THIS SECTION 12.5 SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS USED BY THE TERM AGENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE TERM AGENT OR ANY OF ITS RELATED PARTIES WARRANTS THE ADEQUACY OF SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY TERM AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR ANY TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement12.5, nor the Borrower or any of the Subsidiaries, shall any such Person have any liability for any special, punitive, indirect indirect, exemplary or consequential damages (including any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Initial Closing Date). In ; provided that the case of an investigation, litigation or other proceeding foregoing shall not negate the Borrower’s obligations with respect to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretoIndemnified Liabilities. All amounts payable under this Section 13.5 12.5 shall be paid within ten 15 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 12.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 4.3 and, to the extent set forth therein, with respect to any Class of Loans, any provision in the Term Loan Supplement for such Class of Loans regarding increased costs, illegality and related issues. For the avoidance of doubt, the Borrower shall not be obligated under this Section 12.5 with respect to any allocated costs of in-house counsel.

Payment of Expenses; Indemnification. (a) The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (bi) to pay or reimburse each Agent Lender (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 documentsdocuments (with respect to attorney costs, including limited to the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one primary counsel and one additional local counsel in each material jurisdiction to the AgentsLenders and, solely in the case of an actual or such other potential conflict of interest, one additional legal counsel retained with in each of the Borrower’s consent (such consent not to be unreasonably withheldapplicable jurisdictions of the affected Lenders), (cii) to pay, indemnify, and hold harmless each Lender from, any and all recording and filing fees and (iii) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, charges, expenses or disbursements of any kind or nature whatsoever, including whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person (with respect to attorney costs, limited to the reasonable and documented fees, disbursements and other charges of one primary counsel and for all such Persons, taken as a whole, and, if necessary, of one local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect to the execution, delivery, enforcement, performance enforcement 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 applicable Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Oil and Gas Properties (all the foregoing in this clause (div), collectively, the “indemnified liabilitiesLender Indemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their its respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Lender Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER AND ITS RESPECTIVE RELATED PARTIES SHALL, officersIN ALL CASES, directorsBE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, employees or agentsCONTRIBUTORY OR SOLE NEGLIGENCE), or (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person. No Person entitled to indemnification under clause (div) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement14.5, nor the Borrower or any of its Subsidiaries, shall any such Person have any liability for any special, punitive, indirect indirect, exemplary or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Effective Date). In ; provided that the case of an investigation, litigation or other proceeding foregoing shall not negate the Borrower’s obligations with respect to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretoLender Indemnified Liabilities. All amounts payable under this Section 13.5 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 reasonable retaildetail. The agreements in this Section 13.5 14.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 14.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Section 2.11.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents for all their reasonable and documented and invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdictionjurisdiction retained with the consent of the Borrower (such consent not to be unreasonably withheld), (bii) to pay or reimburse each the Administrative Agent for all its their reasonable and documented and invoiced 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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent, and, to the extent required, one firm or such other local counsel in each relevant local jurisdiction or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and the Joint Lead Arrangers. the Administrative Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Parties, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Party), related and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Party arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Party is a party thereto), arising out of, or with respect to the Transactions (including, without limitation, the Merger) or, with respect or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments executed in connection with the Transactions, including, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Party with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Party or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment by a court of competent jurisdiction, officers(ii) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable judgment by a court of competent jurisdiction or (iii) any proceeding between and among Indemnified Parties that does not involve an act or omission by the Borrower or its Subsidiaries; provided that the Administrative Agent, directorsto the extent acting in its capacity as such, employees or agentsshall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, waiver, 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 reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP LLP, in its capacity as counsel to the Sole Lead Arranger and the Sole Bookrunner, and one counsel in each relevant appropriate local jurisdictionjurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse 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 this Agreement, the other Credit Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one counsel to the AgentsAdministrative Agent, the 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), or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), ) (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, claims or demands arising out of any actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel and one for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, with respect relating to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties, officers, directors, employees or agents, or (ii) any material breach (or, in the case of a proceeding brought by the Borrower, any breach) of any Credit Loan Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 11.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks internet, electronic, telecommunications or other similar information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Person Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Effective Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 11.5 shall be paid within ten 30 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 11.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 4.4 and, to the extent set forth therein, Section 2.10.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx Rxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (bii) to pay or reimburse each Agent 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 Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent, and, to the extent required, one firm or such other local counsel retained in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to payeach Agent, indemnify, and hold harmless each Lender and Agent the Letter of Credit Issuer and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgmentsjudgements, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Persons, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), related and to the Transactions extent required, one firm or local counsel in each relevant jurisdiction (includingwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, without limitationclaim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding (including any inquiry or investigation of the Mergerforegoing) orwas brought by Holdings, any of its subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable to the operations of the Borrower, Holdings or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (diii), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided that Holdings and the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Person with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted arising from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified such Indemnified Person or any of its AffiliatesRelated Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, officers(ii) 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 of a court of competent jurisdiction, directorsor (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, employees the Borrower or agentsits Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) any material breach of any Credit Document by the party immediately preceding proviso applies to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retailtime. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 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; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Agents and the Joint Lead Arrangers for all their reasonable and documented and invoiced out-of-pocket costs and expenses 214 NY\6379601.11 (without duplication) associated with the syndication of the Credit Facilities and incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdictionjurisdiction retained with the consent of the Borrower, (bii) to pay or reimburse each the Collateral Agent and the Administrative Agent for all its their reasonable and documented and invoiced 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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as one firm or counsel to the AgentsAdministrative Agent and the Collateral Agent and, to the extent required, one firm of local counsel in each relevant local jurisdiction or such other counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed (which may include a single special counsel acting in multiple jurisdictions), and (ciii) to pay, indemnify, indemnify and hold harmless each Lender and Agent fromLender, any and all recording and filing fees and (d) to paythe Administrative Agent, indemnifythe Collateral Agent, and hold harmless each Lender and Agent Letter of Credit Issuer and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of one primary firm of counsel and one local counsel for all Indemnified Parties, taken as a whole (and, in each relevant jurisdiction to such indemnified Persons (unless there is the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the availability of different claims or defenses in which case each such Person may retain foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Party), related and to the extent required, one firm of local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Party arising out of or relating to any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (regardless of whether such Indemnified Party is a party thereto or whether such action, claim, litigation or proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person), arising out of, or with respect to the Transactions (including, without limitation, the Merger) or, with respect or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsdocuments or the use of the proceeds of the Loans or Letters of Credit, including, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release presence of or threatened release Release of Hazardous Materials involving applicable to or attributable otherwise relating to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Property (all the foregoing in this clause (diii), collectively, the “indemnified liabilities”), ; provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents Indemnified Party with respect to indemnified liabilities to the extent it has been arising from (i) the gross negligence or willful misconduct of such Indemnified Party as determined by in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from jurisdiction, (iii) the gross negligence, a material breach in bad faith or willful misconduct of the party to be indemnified obligations of such Indemnified Party under the terms of this Agreement or any another Credit 215 NY\6379601.11 Document by such Indemnified Party as determined in a final and non-appealable judgment of its Affiliates, officers, directors, employees or agentsa court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Parties (other than proceedings involving claims against any Agent, any Letter of Credit Issuer, the Swingline Lender or any Joint Lead Arranger in its respective capacity as such) that does not involve an act or omission by the Borrower or its Restricted Subsidiaries; provided that the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers, the Swingline Lender, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i), (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause or (diii) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any immediately preceding proviso applies to such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, person at such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretotime. All amounts payable under this Section 13.5 13.5(a) shall be paid within ten 10 Business Days of after receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Holdings and the Borrower agrees agree (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one Xxxxxxx, LLP, as counsel in each relevant local jurisdictionto the Agents, or such other counsel retained with Holdings’ consent (such consent not to be unreasonably withheld), (b) to pay or reimburse each Agent and each Lender for all its their respective 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 Xxxxxx Xxxxxx & Xxxxxxx Xxxxxxx, LLP, as counsel to the Agents, or such other counsel retained with the Borrower’s Holdings’ consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the MergerAcquisition) or, with respect to the execution, delivery, 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 (other than by such indemnified person Law, in each case, applicable to Holdings or any of its Related Parties (other than any trustee or advisor)) Subsidiaries or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable to the operations of the Borrower, Holdings or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”), provided that the Borrower Holdings shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents employees, agents, controlling persons, advisors and other representatives with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, or any of its or its Affiliates’ officers, directors, employees employees, members or agents, or (ii) any (other than with respect to the Administrative Agent and Collateral Agent) a material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes between and among Persons otherwise entitled to indemnification; provided that the Agents (and their related affiliates, officers, directors, employees, agents, controlling persons, advisors and other representatives), to the extent acting in their capacity as such, shall remain indemnified in respect of such disputes to the extent otherwise entitled to be so indemnified hereunder. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an any actual or prospective investigation, claim, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, claim, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person or an indemnified Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower Holdings of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.. This Section 13.5 shall not apply with respect to any claims for Taxes, which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5, except Taxes that are losses or damages relating to a non-Tax claim. 190

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each 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 Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 the Borrower shall have no obligation 158 hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document by the party to be indemnified. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees agree (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and preparation, execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as one counsel to the AgentsAdministrative Agent, the Collateral Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheldPerson may retain its own counsel), (c) to pay, indemnify, and hold harmless each Letter of Credit Issuer, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Letter of Credit Issuer, Lender and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors employees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 transactions contemplated hereby (including, without limitation, the Mergersolicitation of consents, the syndication of the Loans, Commitments, Letters of Credit and other extension of credit made hereunder or the use of the proceeds therefrom (including any refusal by any Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or any actual or prospective -156- claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, and any other actions contemplated under that certain (i) Engagement Letter, dated as of October 7, 2019 and (ii) Fee Letter, dated as of October 7, 2019, and entered into by and among the Borrower, certain of the Joint Lead Arrangers and Joint Bookrunners and the other parties named therein) or, with respect to the execution, delivery, 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 (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 their Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”), provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith negligence or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, or (ii) any material breach of any Credit Document Documents by the party to be indemnifiedindemnified or (iii) any claim not involving an act or omission of the Borrower or any of its Restricted Subsidiaries and that is brought by an indemnitee against another indemnitee (provided that such indemnitee is not an Agent or arranger). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks the Platform or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.. 13.6

Payment of Expenses; Indemnification. The Borrower agrees Borrowers agree (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP LLP, as counsel to the Agents, plus one local counsel in any jurisdiction to the extent reasonably necessary, and such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), and outside consultants for the Administrative Agent and the Collateral Agent consisting of one inventory appraisal firm and one counsel in each relevant local jurisdictioncommercial finance examination firm, (b) to pay or reimburse 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 this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Agents, or plus one local counsel in any jurisdiction to the extent reasonably necessary, and such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheldwithheld or delayed), and outside consultants for the Administrative Agent and the Collateral Agent consisting of one inventory appraisal firm and one commercial finance examination firm, (c) to pay, indemnify, and hold harmless each Lender Lender, Issuing Bank and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender Lender, Issuing Bank and Agent and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, 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 (including, without limitation, the Merger) or, with respect to the execution, delivery, 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 (other than by such indemnified person Law, in each case, applicable to any Borrower or any of its Related Parties (other than any trustee or advisor)) their Subsidiaries or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries Borrower or any of the Real Estate their Subsidiaries (all the foregoing in this clause (d), collectively, the “indemnified liabilities”), provided that the Borrower Borrowers shall have no obligation hereunder to any Agent or any Lender or Issuing Bank or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, or any of its or its Affiliates’ officers, directors, employees employees, members or agents, or (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes between and among Persons otherwise entitled to indemnification; provided that the Administrative Agent (and its related affiliates, officers, directors, employees, agents, controlling persons, advisors and other representatives), to the extent acting in its capacity as such, shall remain indemnified in respect of such disputes to the extent otherwise entitled to be so indemnified hereunder. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower Borrowers of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes, which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Section 2.10.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents Term Agent and the Arrangers for all of their reasonable and documented out-of-pocket costs and expenses (with respect to legal expenses, limited to reasonable fees, disbursements and other charges of one primary outside counsel to the Term Agent of its choosing and one primary outside counsel to the Arrangers, additional specialist counsel as applicable (limited to one firm of specialist counsel, of the Term Agent’s choosing, to the Term Agent per specialty and one firm of specialist counsel to the Arrangers per specialty), and one outside counsel in each appropriate local jurisdiction incurred in connection with the development, preparation and execution and delivery 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 the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and one counsel in each relevant local jurisdictionTransactions), (b) to pay or reimburse the Term Agent, each Agent Arranger and each Lender 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 documentsdocuments (with respect to attorney costs, including limited to the reasonable and documented fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLPone primary outside counsel for all such Persons, taken as a whole, and, if necessary, of a single firm of local outside counsel in each material jurisdiction for all Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person with such conflict may retain its own outside counsel) and additional specialist counsel as applicable (limited to the Agentsone firm of specialist counsel for all such Persons, or such other taken as a whole, per specialty), and one outside counsel retained with the Borrower’s consent (such consent not to be unreasonably withheldin each appropriate local jurisdiction), (c) to pay, indemnify, and hold harmless each Lender and the Term Agent from, from any and all recording and filing fees fees, and (d) to pay, indemnify, and hold harmless each Lender Lender, the Term Agent and Agent each Arranger and their respective Affiliates, directors, officers, employees, trustees, investment advisors and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person (with respect to attorney costs, limited to the reasonable and documented fees, disbursements and other charges of one primary outside counsel and one for all such Persons, taken as a whole, and, if necessary, of a single firm of local outside counsel in each relevant appropriate jurisdiction to for all such indemnified Persons Persons, taken as a whole (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 outside counsel), related to the Transactions (including, without limitation, the Merger) or), with respect to the execution, delivery, 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 applicable Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) 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 Subsidiary or any of the Real Estate Oil and Gas Property (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided that ; but the Borrower shall have no obligation hereunder to the Term Agent, any Agent Lender or any Lender Arranger or any of their respective Affiliates, officers, directors, employees or agents Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent it has they have been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith negligence or willful misconduct of the party to be indemnified or any of its AffiliatesRelated Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER, officersTHE TERM AGENT AND EACH ARRANGER AND THEIR RESPECTIVE RELATED PARTIES SHALL, directorsIN ALL CASES, employees or agentsBE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, or CONTRIBUTORY OR SOLE NEGLIGENCE, INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY ACT DONE OR STEP TAKEN OR OMITTED IN GOOD FAITH OR FOR ANY MISTAKE IN ACT OR LAW), (ii) any material breach of any Credit Document by the party to be indemnifiedindemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Term Agent or an Arranger in its capacity as such). NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (D) OF THIS SECTION SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THE CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. THE TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS USED BY THE TERM AGENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE TERM AGENT OR ANY OF ITS RELATED PARTIES WARRANTS THE ADEQUACY OF SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY TERM AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR ANY TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this AgreementSection, nor the Borrower or any Subsidiary, shall any such Person have any liability for any special, punitive, indirect indirect, exemplary or consequential losses or damages of any kind whatsoever (including any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Original Initial Closing Date). In ; but the case of an investigation, litigation or other proceeding foregoing shall not negate the Borrower’s obligations with respect to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party theretoIndemnified Liabilities. All amounts payable under this Section 13.5 shall be paid within ten 15 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retaildetail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.. This Section shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 4.3 and, to the extent set forth therein, with respect to any Class of Loans, any provision in the Term Loan Supplement for such Class of Loans regarding increased costs, illegality and related issues. For the avoidance of doubt, the Borrower shall not be obligated under this Section with respect to any allocated costs of in-house counsel. 105