Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the reasonable out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Lender, (b) to pay, indemnify, or reimburse the Lender for, and hold the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (c) to pay, indemnify or reimburse the Lender, its affiliates, and its and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (c), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower Issuer agrees (a) to pay or reimburse the Lender Initial Noteholder for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Secured Note 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 out-of-pocket costs and expenses and professional fees of the advisors and counsel to the LenderInitial Noteholder), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Secured Note Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the LenderInitial Noteholder, (b) to pay, indemnify, or reimburse the Lender Initial Noteholder for, and hold the Lender Initial Noteholder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 Secured Note Documents and any such other documents, and (c) to pay, indemnify or reimburse the LenderNoteholders, its their affiliates, and its and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Issuer or any other Loan Issuer Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Loan Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Issuer Party under any Loan Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower Issuer or any other Loan Issuer Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”), provided that the Borrower Issuer shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansNotes. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower Issuer agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower Issuer as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower Issuer in a written notice to the LenderInitial Noteholder. The agreements in this Section 8.5 shall survive repayment payment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Arranger and the Agents for all its (i) their reasonable documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs documented fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender)Administrative Agent and the charges of Syndtrak, following the presentation of a summary statement, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Lender Agents for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the each Lender, its each Agent, the Arranger, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, controlling persons and trustees members of each of the foregoing (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses (including reasonable fees, disbursements and other charges of a single counsel and, to the extent reasonably necessary, a single local counsel in each applicable jurisdiction and single specialty counsel) or disbursements of any kind or nature whatsoever incurred arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and regardless of whether such matter is initiated by an Indemnitee or asserted against any Indemnitee by any a third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Loan Document its subsidiaries or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of shareholders) that relates to the transactions contemplated hereby or therebythe execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (i) to the extent such Indemnified Liabilities are found by a final judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, (ii) any claim by an Indemnitee against another Indemnitee that (x) did not arise out of any action or inaction on the part of the Borrower or any of its Affiliates and (y) do not involve an Agent or Arranger or any of its affiliates acting in its capacity as Agent or its Arranger (or their respective officersin any similar capacity), directors, partners, employees, agents or controlling persons(iii) material breach of this Agreement by an Indemnitee. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, including CERCLA or similar state law that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer Chief Financial Officer (Telephone No. (000) 000-0000) (Fax No. (407) 000- 0000), at the address of the Borrower as set forth in Section 8.210.02, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower Each of IBM and IBMCLLC agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and a single counsel to the Lender)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this AgreementAgreement and any such other documents, including, without limitation, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the reasonable fees and disbursements of separate counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Administrative Agent and to each Lender, and (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents, and (cd) to pay, indemnify or reimburse the indemnify, and hold each Lender, its affiliateseach Syndication Agent, and its each Documentation Agent, each Joint Lead Arranger, the Administrative Agent and their respective directors, officers, directors, partners, employees, advisors, agents, controlling persons employees and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable fees and disbursements of any kind or nature whatsoever counsel, incurred by an Indemnitee or asserted against such indemnified person which arise out of or in connection with any Indemnitee by any third party claim, litigation or by the Borrower proceeding relating to this Agreement or any such other Loan Party arising out of, in connection withdocuments, or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use actual or proposed use of proceeds of the Loans any Loan or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Transactions (all the foregoing in this clause (c), d) collectively, the “Indemnified Liabilitiesindemnified liabilities”); provided, provided that the no Borrower shall have no any obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted indemnified liabilities arising from the gross negligence or willful misconduct ofof such indemnified person, its affiliates or the directors, officers, employees and agents of such indemnified person, acting as such, in each case as determined by a final and nonappealable decision final, non-appealable judgment of a court of competent jurisdictionjurisdiction and provided further, such Indemnitee, that nothing contained in this Section 11.5 (other than Section 11.5(c)) shall require IBM or IBMCLLC to pay any taxes of its affiliates any indemnified person or its any Transferee or their respective officers, directors, partners, employees, agents or controlling personsany indemnity with respect thereto. No Indemnitee indemnified person or IBM or IBMCLLC shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or persons. No indemnified person shall be liable for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAgreement. The agreements in this Section 8.5 11.5 shall survive repayment of the Loans and the payment of all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees Borrowers agree (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees, disbursements and expenses other charges of Xxxxxx Xxxxxx & Xxxxxxx llp and professional fees of the advisors and one counsel in each local jurisdiction to the Lenderextent consented to by the Parent Borrower (such consent not to be unreasonably withheld), (b) to pay or reimburse the Agent for all its reasonable and (ii) documented costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Credit Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and reasonable fees, disbursements and other charges of in-house counsel) counsel to the LenderAgent, (bc) to pay, indemnify, or reimburse the Lender for, and hold the harmless each Lender harmless and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold harmless each Lender and Agent and their respective officers, directors, partnersofficers, employees, advisorstrustees, agents, controlling persons investment advisors and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Credit Documents and any such other Loan Document or any agreement or instrument contemplated hereby or therebydocuments, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable (other than by such indemnified person or any of its Related Parties) 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 assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Real Estate (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”) and (e) to pay for up to two appraisals and field examinations and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this Section 14.5), ; provided that the Borrower Borrowers shall have no obligation hereunder to any Indemnitee Administrative Agent or any Lender nor any of their respective Related Parties with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from attributable to (i) the gross negligence negligence, bad faith or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, the party to be indemnified or any of its affiliates Related Parties, (ii) any material breach of any Credit Document by the party to be indemnified or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from (iii) disputes among the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable LawAdministrative Agent, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any IndemniteeLenders and/or their transferees. All amounts due payable under this Section 8.5 14.5 shall be payable not later than 30 days after written demand therefor. Statements payable paid within ten Business Days of receipt by the Parent Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set an invoice relating thereto setting forth such expense in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lenderreasonable retail. The agreements in this Section 8.5 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender), and (iib) to pay or reimburse the Lender for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Lender), (bc) to pay, indemnify, or reimburse the Lender for, and hold the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any Loan or Letter of the foregoing relating to Credit or the use or proposed use of the proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, thereof (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the Mortgaged Properties, and the reasonable fees and expenses of legal counsel documents presented in connection with claimssuch demand do not strictly comply with the terms of such Letter of Credit), actions (iii) any actual or proceedings alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by the Borrower or any Indemnitee against of its Subsidiaries, or any Loan Party under environmental liability related in any Loan Document way to the Borrower or any of its Subsidiaries or any or their respective properties, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilities”); provided that, provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer Borrower, at the address of the Borrower as set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderASOT Administrative Agent as set forth in the ASOT Credit Agreement. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent, the Syndication Agent and the Joint Lead Arrangers for all its (i) reasonable their reasonable, documented out-of-pocket costs and expenses actually incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable documented fees and disbursements and other charges of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP and, if necessary, one local counsel per relevant jurisdiction and the portion of the out-of-pocket costs and expenses and professional fees of the advisors and counsel Administrative Agent in respect of the charges of Intralinks that are allocated (ratably based upon the number of transactions covered by such charges) to the Lender)Facilities, (b) to pay or reimburse each Lender and (ii) the Agents for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the documented fees and disbursements of counsel (including the allocated fees to each Lender and disbursements and other charges of in-house counsel) counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Lender Agents for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the each Lender, its each Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements arising out of any actions, judgments, suits or other judicial or arbitral proceedings of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower whatsoever, or any other Loan Party arising out ofinvestigation relating thereto, in connection witheach case with respect to the execution, or as a result ofdelivery, the execution or delivery enforcement, performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates Indemnitee or its or their respective affiliates, officers, directors, partnerstrustees, employees, advisors, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons (unless such damages result from the gross negligence or willful misconduct of such Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling persons) or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any IndemniteeFacilities. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to United Components, Inc., Attention: Chief Financial Officer (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the Treasurer address of the Borrower as set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees, disbursements and expenses other charges of one primary counsel and professional fees of the advisors and one counsel in each local jurisdiction to the Lenderextent consented to by the Borrower (such consent not to be unreasonably withheld), (b) to pay or reimburse the Agents for all its reasonable and (ii) documented costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Credit Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and reasonable fees, disbursements and other charges of in-house counsel) counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse the Lender for, and hold the harmless each Lender harmless and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold harmless each Lender and Agent and their respective officers, Affiliates and their and their Affiliates’ respective directors, partnersofficers, employees, advisorstrustees, agents, controlling persons investment advisors and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Credit Documents and any such other Loan Document or any agreement or instrument contemplated hereby or therebydocuments, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable (other than by such indemnified person or any of its Related Parties) 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 assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Real Estate (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee Agent or any Lender nor any of their respective Related Parties with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from attributable to (i) the gross negligence negligence, bad faith or willful misconduct of, in each case of the party to be indemnified or any of its Related Parties (as determined by a final and nonappealable decision non-appealable judgment of a court of competent jurisdiction), such Indemnitee(ii) any material breach of any Credit Document by the party to be indemnified (as determined by a final non-appealable judgment of a court of competent jurisdiction ) or (iii) disputes among the Agents, the Lenders and/or their transferees (other than any claims against an Agent or Lender in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement and other than any claims arising out of any act or omission of the Borrower or any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any IndemniteeAffiliates). All amounts due payable under this Section 8.5 14.5 shall be payable not later than 30 days after written demand therefor. Statements payable paid within ten Business Days of receipt by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set an invoice relating thereto setting forth such expense in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lenderreasonable retail. The agreements in this Section 8.5 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender for all its (i) reasonable out-of-pocket and documented respective costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, excluding legal fees of counsel to the Lender but including the reimbursement of such counsel’s reasonable and documented out-of-pocket costs and expenses and professional fees of expenses, (b) to pay or reimburse the advisors and counsel to the Lender), and (ii) Lender for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the documented fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Lender, (bc) to pay, indemnify, or reimburse the Lender for, and hold the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliates, and its and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by any Group Member, or any environmental liability related in any way to any Group Member or any or their respective properties, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, by, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans, the Additional Note or the Zero Coupon Note. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Xxx X. Xxxxxxx, Senior Vice President, Treasurer & Chief Information Officer (Telephone No. 000-000-0000) (Fax No. 000-000-0000), at the Treasurer address of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Credit Commitments through the Closing Date (other than fees payable to syndicate members) and with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender including, without limitation, the Issuing Lender and (ii) the Swing Line Lender and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Lender for, and indemnify and hold harmless each Lender and the Lender harmless Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, and indemnify or reimburse the and hold harmless each Lender, its each Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the use of the Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee, in the absence of the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loanspersons. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteeindemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted with reasonable supporting detail to the Treasurer Borrower’s chief financial officer, at the address of the Borrower as set forth in Section 8.29.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent (which shall promptly notify each Lender). The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees Borrowers jointly and severally agree (a) to pay or reimburse the Lender Arrangers and the Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender), the Arrangers and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender, the Lender Arrangers and the Agents for, and hold each Lender, the Lender Arrangers and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this 112 Agreement, the other Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the each Lender, its each Arranger, each Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, affiliates, shareholders, attorneys and other advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with with, or liability under, under any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged PropertiesProperties or the 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 and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the no Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, Indemnitee or any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling personsaffiliate thereof. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, except to the extent such claim, demand, penalty, fine, liability, settlement, damage, cost or expense is found by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the any Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer address of the Borrower as Borrowers set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower Borrowers in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the development, preparation preparation, execution and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents including, without limitation, the reasonable fees and any other documents prepared expenses of one joint counsel to the Agents in connection herewith or therewith, with this Agreement and the consummation other Loan Documents, (b) to pay or reimburse each Lender and administration of the transactions contemplated hereby and thereby (including the reasonable Administrative Agent for all its out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, Agreement or the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwiseincluding, including without limitation, the fees and disbursements of one joint counsel (including the allocated fees and disbursements and other charges of in-house and, if required, one regulatory counsel) to the LenderLenders and the Administrative Agent (each such counsel to be reasonably acceptable to the Administrative Agent), provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (bc) to pay, indemnify, or reimburse each Lender and the Lender Administrative Agent for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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, documents and (cd) to pay, indemnify or reimburse the indemnify, and hold each Agent, each Arranger, each Lender, its affiliatesand each of their respective Affiliates, and its and their respective officers, directors, partnersofficers, employees, advisors, agents, controlling persons affiliates and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Party arising out of, in connection with, or as a result of, Documents and the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities indemnified liabilities that are found by a final and non-appealable decision of a court of competent jurisdiction to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct ofof such indemnified person, in each case as determined from the breach by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any indemnified person of its affiliates Contractual Obligations to the Borrower or its from negotiated settlements of pending or their respective officers, directors, partners, employees, agents or controlling personsthreatened legal actions entered into by such indemnified person without the Borrower’s consent. No Indemnitee indemnified person referred to above shall be liable for any damages arising from the unauthorized use by unauthorized persons recipients of any information or other materials sent distributed to such recipients by such indemnified person through electronic, electronic telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement or the Loansother Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such indemnified person as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limiting Notwithstanding the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees this Section 9.5 shall not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery apply with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind taxes other than any taxes that represent losses or nature, under or related to Environmental Laws, that damages arising from any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereundernon-tax claim.

Payment of Expenses. The Borrower agrees (a) to pay or Companies shall reimburse the Lender Holders on demand for all its costs and expenses, including, without limitation, legal expenses and reasonable attorneys’ fees (whether for internal or outside counsel), incurred by the Holders in connection with the (i) documentation and consummation of the transactions contemplated hereunder and any other transactions between the Companies and Holders, including, without limitation, UCC and other public record searches and filings, overnight courier or other express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review (including due diligence review) costs; (ii) collection, protection or enforcement of any rights in or to the Collateral; (iii) collection of any Obligations; (iv) administration and enforcement of any of the Holder’s rights under this Agreement or any other Transaction Document (including, without limitation, any costs and expenses of any third party provider engaged by the Holders for such purposes); (v) costs associated with any refinancing or restructuring of the Notes whether in the nature of a “work-out,” in any insolvency or bankruptcy proceeding or otherwise and whether or not consummated; (vi) all reasonable out-of-pocket costs and expenses incurred of the Agent and the Holders and their assignees (including, without limitation, attorneys’ fees) in connection with the developmentassignment, preparation and execution of, and any amendment, supplement transfers or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration syndication of the transactions contemplated hereby and thereby (including the reasonable out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), Notes; and (iivii) costs from and expenses incurred in connection with the enforcement against all liability for any intangibles, documentary, stamp or preservation of any rights or exercise of remedies under this Agreementother similar taxes, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Lender, (b) to pay, indemnify, or reimburse the Lender for, and hold the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feesexcises, if any, which including any interest and penalties, and any finder’s or brokerage fees, commissions and expenses (other than any fees, commissions or expenses of finders or brokers engaged by the Holders), that may be payable or determined to be payable in connection with the execution Notes contemplated by this Agreement 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 Transaction Documents. The Companies shall also pay all normal service charges with respect to all accounts maintained by each Company with the Holders and any additional services requested by a Company from the Holders. All such other documents, and (c) to pay, indemnify or reimburse the Lender, its affiliates, and its and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or and charges shall constitute Obligations hereunder, shall be payable by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating Companies to the use or proposed use of proceeds of Holders on demand, and, until paid, shall bear interest at the Loans or the violation of, noncompliance with or liability under, any Environmental Law highest rate then applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (c), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansNotes hereunder. Without limiting the foregoing, and to if (a) any Note is placed in the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights hands of an attorney for contribution collection or enforcement or is collected or enforced through any legal proceeding or any other rights of recovery with respect Holder otherwise takes action to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All collect amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by such Note or to enforce the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer provisions of such Note or (b) there occurs any bankruptcy, reorganization, receivership of any of the Borrower as set forth Companies or other proceedings affecting creditors’ rights and involving a claim under such Note, then the Companies shall pay the costs incurred by such Holder for such collection, enforcement or action or in Section 8.2connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, reasonable attorneys’ fees and disbursements (and including and such fees and disbursements related to such other Person seeking relief from any stay, automatic or address as may be hereafter designated by the Borrower otherwise in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereundereffect under any Bankruptcy Law).

Payment of Expenses. The Borrower Company agrees (a) to pay or reimburse the Lender Administrative Agent and the Lead Arranger for all its (i) reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentsyndication, preparation and execution ofexecution, and any amendment, supplement amendments or modification to, modifications or waivers of the provisions of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and one counsel (and, if necessary, one local counsel per jurisdiction) to the Lender)Lead Arranger and the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents Agreement and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the reasonable fees and disbursements of one counsel (including the allocated fees and, if necessary, one local counsel per jurisdiction) to each Bank and disbursements and other charges of in-house counselone counsel (and, if necessary, one local counsel per jurisdiction) to the LenderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Bank, the Lender Lead Arranger and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents, and (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold each Bank, the Lead Arranger and the Administrative Agent and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofsyndication (but solely with respect to the Lead Arranger and its officers, in connection withdirectors, or as a result ofemployees, the execution or delivery affiliates, agents and controlling persons), execution, delivery, enforcement, performance and administration of this Agreement, Agreement and any such other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebydocuments, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party the Company under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto this Agreement (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction in final and nonappealable judgment to have resulted from the use by unauthorized persons willful misconduct, bad faith or gross negligence of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 12.5 shall be payable not later than 30 days promptly after written demand therefor. Statements payable by the Borrower Company pursuant to this Section 8.5 12.5 shall be submitted to the Treasurer address of the Borrower as Company set forth in Section 8.212.2, or to such other Person or address as may be hereafter designated by the Borrower Company in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. The Banks shall endeavor in good faith to limit the number of counsel retained by them to avoid duplication of expenses.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents including, without limitation, the reasonable fees and any other documents prepared expenses of one joint counsel to the Agents in connection herewith or therewith, with this Agreement and the consummation other Loan Documents, (b) to pay or reimburse each Lender and administration of the transactions contemplated hereby and thereby (including the reasonable Administrative Agent for all its out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, Agreement or the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwiseincluding, including without limitation, the fees and disbursements of one joint counsel (including the allocated fees and disbursements and other charges of in-house and, if required, one regulatory counsel) to the LenderLenders and the Administrative Agent (each such counsel to be reasonably acceptable to the Administrative Agent and the Issuing Lenders), provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (bc) to pay, indemnify, or reimburse each Lender and the Lender Administrative Agent for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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, documents and (cd) to pay, indemnify or reimburse the indemnify, and hold each Agent, Lender, its affiliatesIssuing Lender, and its each of their respective Affiliates, and their respective officers, directors, partnersofficers, employees, advisors, agents, controlling persons affiliates and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Party arising out of, in connection with, or as a result of, Documents and the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets Letters of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Credit (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities indemnified liabilities that are found by a final and non-appealable decision of a court of competent jurisdiction to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct ofof such indemnified person, in each case as determined from the breach by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any indemnified person of its affiliates Contractual Obligations to the Borrower or its from negotiated settlements of pending or their respective officers, directors, partners, employees, agents or controlling personsthreatened legal actions entered into by such indemnified person without the Borrower’s consent. No Indemnitee indemnified person referred to above shall be liable for any damages arising from the unauthorized use by unauthorized persons unintended recipients of any information or other materials sent distributed to such recipients by such indemnified person through electronic, electronic telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement or the Loansother Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such indemnified person as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limiting Notwithstanding the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees this Section 9.5 shall not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery apply with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind taxes other than any taxes that represent losses or nature, under or related to Environmental Laws, that damages arising from any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereundernon-tax claim.

Payment of Expenses. The Borrower agrees Borrowers agree (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees, disbursements and expenses other charges of Cxxxxx Xxxxxx & Rxxxxxx llp and professional fees of the advisors and one counsel in each local jurisdiction to the Lenderextent consented to by the Parent Borrower (such consent not to be unreasonably withheld), (b) to pay or reimburse the Agent for all its reasonable and (ii) documented costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Credit Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and reasonable fees, disbursements and other charges of in-house counsel) counsel to the LenderAgent, (bc) to pay, indemnify, or reimburse the Lender for, and hold the harmless each Lender harmless and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold harmless each Lender and Agent and their respective officers, directors, partnersofficers, employees, advisorstrustees, agents, controlling persons investment advisors and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Credit Documents and any such other Loan Document or any agreement or instrument contemplated hereby or therebydocuments, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable (other than by such indemnified person or any of its Related Parties) 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 assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Real Estate (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”) and (e) to pay for up to two appraisals and field examinations and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this Section 14.5), ; provided that the Borrower Borrowers shall have no obligation hereunder to any Indemnitee Administrative Agent or any Lender nor any of their respective Related Parties with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from attributable to (i) the gross negligence negligence, bad faith or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, the party to be indemnified or any of its affiliates Related Parties, (ii) any material breach of any Credit Document by the party to be indemnified or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from (iii) disputes among the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable LawAdministrative Agent, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any IndemniteeLenders and/or their transferees. All amounts due payable under this Section 8.5 14.5 shall be payable not later than 30 days after written demand therefor. Statements payable paid within ten Business Days of receipt by the Parent Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set an invoice relating thereto setting forth such expense in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lenderreasonable retail. The agreements in this Section 8.5 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Credit Facility and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Lender Agents for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify indemnify, or reimburse the each Lender, its the Agents, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Revolving Credit Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group MemberParent, including any of the Mortgaged Propertiesits Subsidiaries or Securitization Subsidiaries or any property at any time owned, leased, or in any way used by Parent, any Subsidiary or Securitization Subsidiary of Parent or any other entity for which Parent or any of its Subsidiaries or Securitization Subsidiaries is alleged to be responsible, and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees not to assert and to cause its Subsidiaries and Securitization Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries and Securitization Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Xxx Xxxxx (Telephone No. (000) 000-0000) (Fax No. (561) 989–2940), at the Treasurer address of the Borrower as set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Lenders for all its (i) reasonable their out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the reasonable out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the each Lender, (b) to pay, indemnify, or reimburse the each Lender for, and hold the each Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (c) to pay, indemnify or reimburse the each Lender, its their respective affiliates, and its and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (c), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee (x) for Taxes (it being understood that the Borrower’s obligations with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that Taxes are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.2.13) or

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facility (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and one counsel to the Lender)Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and the charges of Intralinks, (iib) to pay or reimburse each Lender and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated reasonable fees and disbursements and other charges of in-house counsel) one counsel to the LenderAdministrative Agent and the other Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction, (bc) to pay, indemnify, or reimburse each Lender and the Lender Administrative Agent for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the each Lender, its the Administrative Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any of the foregoing relating to Loan or the use or proposed use of the proceeds thereof, (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by the Loans Borrower or the violation ofany of its Subsidiaries, noncompliance with or liability under, any Environmental Law applicable Liability related in any way to the operations Borrower or assets of any Group Member, including any of the Mortgaged Propertiesits Subsidiaries or any or their respective properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacility. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to at the Treasurer address of the Borrower as set forth in Section 8.29.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender)Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the LenderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold each Lender and the Administrative Agent and their respective officers, directors, partners, employees, advisorsAffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebysuch other documents, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, properties owned by such Group Members and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, of such Indemnitee or breach in each case as determined by a final and nonappealable decision bad faith of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from ’s obligations under the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansLoan Documents. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waivewaives, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 ten (10) days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Treasurer (Telephone No. (000) 000-0000; Facsimile No. (000) 000-0000), at the Treasurer address of the Borrower as Xxxxx Limited set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 8.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents and the Arranger for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, syndication and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Agents for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender, the Lender Arranger and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise (other than excise taxes imposed in lieu of income taxes) and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the indemnify, and hold each Lender, its affiliates, the Arranger and its the Agents and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “"Indemnitee”") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result of, the execution or delivery enforcement and performance of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Holdings, the Borrower any of their respective Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Properties (all the foregoing in this clause (cd), collectively, the “"Indemnified Liabilities”"), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined (i) are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons gross negligence or willful misconduct of information such Indemnitee or other materials sent through electronic, telecommunications (ii) arise from disputes among the Agents or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with among the LoansLenders. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, Laws that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees Borrowers agree (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees, disbursements and expenses other charges of one primary counsel and professional fees of the advisors and one counsel in each local jurisdiction to the Lenderextent consented to by the Parent Borrower (such consent not to be unreasonably withheld), (b) to pay or reimburse the Agents for all its reasonable and (ii) documented costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Credit Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and reasonable fees, disbursements and other charges of in-house counsel) counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse the Lender for, and hold the harmless each Lender harmless and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold harmless each Lender and Agent and their respective officers, Affiliates and their and their Affiliates’ respective directors, partnersofficers, employees, advisorstrustees, agents, controlling persons investment advisors and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Credit Documents and any such other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebydocuments, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable (other than by such indemnified person or any of its Related Parties) 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 assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Real Estate (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”) and (e) to pay for up to two appraisals and field examinations and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this Section 14.5), ; provided that the Borrower Borrowers shall have no obligation hereunder to any Indemnitee Agent or any Lender nor any of their respective Related Parties with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from attributable to (i) the gross negligence negligence, bad faith or willful misconduct of, in each case of the party to be indemnified or any of its Related Parties (as determined by a final and nonappealable decision non-appealable judgment of a court of competent jurisdiction), such Indemnitee(ii) any material breach of any Credit Document by the party to be indemnified (as determined by a final non-appealable judgment of a court of competent jurisdiction) or (iii) disputes among the Agents, the Lenders and/or their transferees (other than any claims against an Agent or Lender in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement and other than any claims arising out of any act or omission of any Borrower or any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any IndemniteeAffiliates). All amounts due payable under this Section 8.5 14.5 shall be payable not later than 30 days after written demand therefor. Statements payable paid within ten Business Days of receipt by the Parent Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set an invoice relating thereto setting forth such expense in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lenderreasonable retail. The agreements in this Section 8.5 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Parent Borrower agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender)Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the LenderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the indemnify, and hold each Lender, its affiliates, and its the Administrative Agent and their respective officers, directors, partnerstrustees, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemniteeindemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by (other than for loss of profits) with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebysuch other documents, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Parent Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities indemnified liabilities are found by a court of competent jurisdiction to resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loansindemnitee. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Parent Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteeindemnitee. All amounts due under this Section 8.5 10.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 Article X shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses (invoiced in reasonable detail) incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket fees and disbursements and other charges of counsel to the Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and the Agents for all their costs and expenses and professional fees of the advisors and counsel to the Lender), and (iiinvoiced in reasonable detail) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Lender Agents for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the each Lender, its each Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “"Indemnitee”") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebysuch other documents, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Parent, the Borrower, DOC any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “"Indemnified Liabilities”"), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer Borrower at the address of the Borrower as set forth in Section 8.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower Each of IBM and IBMCLLC agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket and documented out‑of‑pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs and expenses documented fees and professional fees disbursements of the advisors and a single counsel to the Lender)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this AgreementAgreement and any such other documents, including, without limitation, the other Loan Documents reasonable and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the documented fees and disbursements of separate counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Administrative Agent and to each Lender, and (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents, and (cd) to pay, indemnify or reimburse the indemnify, and hold each Lender, its affiliateseach Syndication Agent, and its each Documentation Agent, each Joint Lead Arranger, the Administrative Agent and their respective directors, officers, directors, partners, employees, advisors, agents, controlling persons employees and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable and documented fees and disbursements of any kind or nature whatsoever counsel, incurred by an Indemnitee or asserted against such indemnified person which arise out of or in connection with any Indemnitee by any third party claim, litigation or by the Borrower proceeding relating to this Agreement or any such other Loan Party arising out of, in connection withdocuments, or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use actual or proposed use of proceeds of the Loans any Loan or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Transactions (all the foregoing in this clause (c), d) collectively, the “Indemnified Liabilitiesindemnified liabilities”); provided, provided that the no Borrower shall have no any obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted indemnified liabilities arising from the gross negligence or willful misconduct ofof such indemnified person, its affiliates or the directors, officers, employees and agents of such indemnified person, acting as such, in each case as determined by a final and nonappealable decision final, non-appealable judgment of a court of competent jurisdictionjurisdiction and provided further, such Indemnitee, that nothing contained in this Section 11.5 (other than Section 11.5(c)) shall require IBM or IBMCLLC to pay any taxes of its affiliates any indemnified person or its any Transferee or their respective officers, directors, partners, employees, agents or controlling personsany indemnity with respect thereto. No Indemnitee indemnified person or IBM or IBMCLLC shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or persons. No indemnified person shall be liable for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAgreement. The agreements in this Section 8.5 11.5 shall survive repayment of the Loans and the payment of all other amounts payable hereunder.

Payment of Expenses. (a) The Borrower agrees (ai) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the syndication of the Facility (including legal expenses (but limited to expenses of one legal counsel and, if reasonably necessary or advisable, of one regulatory counsel and a single local counsel in any relevant jurisdiction )) (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender)Administrative Agent and the charges of Intralinks, and (ii) to pay or reimburse the Administrative Agent and any Issuing Lender and, if incurred during the continuance of an Event of Default, each Lender for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements of counsel to such Person (including the allocated fees and disbursements and other charges of in-house counsel) , but otherwise limited to expenses of one legal counsel and, if reasonably necessary or advisable, of one regulatory counsel and a single local counsel in any relevant jurisdiction for all such Persons unless, in the reasonable opinion of any such Person, representation of all such Persons by such counsel would be inappropriate due to the Lender, existence of an actual or potential conflict of interest) and (biii) to pay, indemnify, or reimburse each Lender, each Issuing Lender and the Lender Administrative Agent for, and hold each Lender, each Issuing Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (c) to pay, indemnify or reimburse the Lender, its affiliates, and its and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (c), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-out of pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Administrative Agent and such Issuing Lender), (b) to pay or reimburse each of the Lenders and (ii) Agents for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay caused by any Loan Party in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold each Lender and the Agents and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “"Indemnitee”") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Memberthe Borrower, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document its Subsidiaries or any actual property at any time owned, leased or prospective claim, litigation, investigation or proceeding relating to in any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or way used by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto its Subsidiaries (all the foregoing in this clause (cd), collectively, the “"Indemnified Liabilities”"), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (i) to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons gross negligence or willful misconduct of information such Indemnitee or (ii) solely related to the transfer, assignment or other materials sent through electronic, telecommunications disposition by or other information transmission systems that are intercepted by such persons on behalf of any Indemnitee of any Note or for any special, indirect, consequential interest in its Commitments or punitive damages in connection with the Loansrights to payment under this Agreement. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.,

Payment of Expenses. The Borrower Company agrees (a) to pay or reimburse the Lender Administrative Agent and the Lead Arranger for all its (i) reasonable out-of-pocket and documented out‑of‑pocket costs and expenses incurred in connection with the developmentsyndication, preparation and execution ofexecution, and any amendment, supplement amendments or modification to, modifications or waivers of the provisions of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and one counsel (and, if necessary, one local counsel per jurisdiction) to the Lender)Lead Arranger and the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents Agreement and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the reasonable fees and disbursements of one counsel (including the allocated fees and, if necessary, one local counsel per jurisdiction) to each Bank and disbursements and other charges of in-house counselone counsel (and, if necessary, one local counsel per jurisdiction) to the LenderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Bank, the Lender Lead Arranger and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents, and (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold each Bank, the Lead Arranger and the Administrative Agent and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofsyndication (but solely with respect to the Lead Arranger and its officers, in connection withdirectors, or as a result ofemployees, the execution or delivery affiliates, agents and controlling persons), execution, delivery, enforcement, performance and administration of this Agreement, Agreement and any such other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebydocuments, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party the Company under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto this Agreement (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons willful misconduct, bad faith or gross negligence of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 12.5 shall be payable not later than 30 days promptly after written demand therefor. Statements payable by the Borrower Company pursuant to this Section 8.5 12.5 shall be submitted to the Treasurer address of the Borrower as Company set forth in Section 8.212.2, or to such other Person or address as may be hereafter designated by the Borrower Company in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. The Banks shall endeavor in good faith to limit the number of counsel retained by them to avoid duplication of expenses.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Lenders for all its (i) reasonable their out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the reasonable out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the each Lender, (b) to pay, indemnify, or reimburse the each Lender for, and hold the each Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (c) to pay, indemnify or reimburse the each Lender, its their respective affiliates, and its and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (c), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, by, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansLoans or the Additional Notes. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as (Telephone No. 000-000-0000) (Fax No. 000-000-0000) at the address of the Borrower set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderLenders. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender)Agents, (b) to pay or reimburse each Lender and (ii) the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-in- house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold each Lender and the Agents and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”"indemnitee") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Properties (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided PROVIDED that the Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined indemnified liabilities are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons gross negligence or willful misconduct of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loansindemnitee. Without limiting the foregoingforegoing (including, without limitation, the proviso to the preceding sentence), and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees Parent and the Issuer jointly and severally agree (a) to pay or reimburse the Lender Agents and any Holder for all its (i) reasonable out-of-and documented out of pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, to this Agreement and the other Loan Documents and Note Documents, entered into at the request of any other documents prepared Note Party (in connection herewith each case, whether or therewith, and the consummation and administration of not the transactions contemplated hereby and thereby (shall be consummated), including the reasonable out-of-pocket costs Attorney Costs of one principal counsel for the Required Holders and expenses the Agents, (b) to pay or reimburse each Holder and professional fees of the advisors and counsel to the Lender), and (ii) Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Note Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including the fees and disbursements without limitation, Attorney Costs of one principal counsel (including the allocated fees and disbursements and other charges unless such principal counsel may not represent all Holders as a result of in-house counsel) a conflict of interest of such Holders with respect to the LenderObligations) for all Holders, and Attorney Costs for counsel to the Agents, (bc) to pay, indemnify, or reimburse each Holder and the Lender Agents for, and hold each Holder and the Lender Agents harmless from, any and all costs and reasonable expenses of perfecting and recording the Liens granted with respect to the Collateral, including all recording and filing fees fees, and any and all liabilities with respect to, or resulting from any delay in paying such feesdelinquent or non-payment of any stamp, excise and similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Note Documents and any such other documents, and (cd) to pay, indemnify or reimburse each Holder, the LenderAgents, its affiliatestheir respective Affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Note Documents and any such other documents, whether direct, indirect or consequential and whether based on any Laws (including securities and environmental Laws), that may be imposed on, incurred by an Indemnitee by, or asserted against any Indemnitee by such Indemnitee, in any third party manner relating to or by the Borrower or any other Loan Party arising out of, in connection with, of any Note Documents or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebythereby (including the Holders’ agreement to receive the Notes hereunder), including any of including, without limitation, the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Issuer hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided that the Borrower Parent and the Issuer shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons gross negligence or willful misconduct of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days promptly after written demand therefor. Statements payable by the Borrower Issuer pursuant to this Section 8.5 shall be submitted to the Treasurer Issuer at the address of the Borrower as Issuer set forth in Section 8.2Schedule 9.02, or to such other Person or address as may be hereafter designated by the Borrower Issuer in a written notice to the LenderHolders and the Administrative Holder. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.04 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Note Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. The agreements in this Section 8.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder. Notwithstanding the foregoing, this Section (other than clause (c) above) shall not apply to any tax-related matter.

Payment of Expenses. The Borrower agrees Borrowers jointly and severally agree (a) to pay or reimburse the Lender Administrative Agent for all of its (i) reasonable out-of-pocket costs and expenses actually incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby thereby, including, without limitation, the reasonable fees and disbursements and other charges of outside counsel to the Administrative Agent and the charges of the Platform, (including b) to pay or reimburse each Lender and the Administrative Agent for all their reasonable out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses actually incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of outside counsel (including the allocated fees to each Lender and disbursements and other charges of in-house counsel) outside counsel to the Lender, (b) to pay, indemnify, or reimburse the Lender for, and hold the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 documentsAdministrative Agent, and (c) to pay, indemnify or reimburse the each Lender, its affiliatesthe Administrative Agent, and its their respective Affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever actually incurred by an Indemnitee or asserted against imposed on any Indemnitee in connection with any claim asserted by any third party or by the any Borrower or any other Loan Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Loan Document Document, any commitment letter or fee letter in connection therewith, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any of the foregoing relating to Loan or the use or proposed use of the proceeds thereof, (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by any Borrower or any other Loan Party, or any Environmental Liability related in any way to any Borrower or any other Loan Party or any of their respective properties (other than any such presence or release to the extent first arising solely after the date on which the Administrative Agent or any Secured Party enforces its remedies with respect to such property or the Pledged Stock of the Loans applicable Borrower pursuant to the Loan Documents following an Event of Default by transferring the respective property or such Pledged Stock pursuant to a foreclosure, accepting a deed in lieu of foreclosure or similar transfer thereof or the violation of, noncompliance appointment of a receiver by a court of competent jurisdiction with respect thereto) or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the any Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, provided that the Borrower Borrowers shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or a material breach of this Agreement by such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, or for any special, indirect, consequential or punitive damages in connection with the Revolving Credit Commitments. No Loan Party (or any of its affiliates or its or their respective Affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents or and controlling persons. No Indemnitee ) shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansRevolving Credit Commitments unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Loan Party (or any of their respective Affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons); provided that such waiver of special, indirect, consequential or punitive damages shall not otherwise limit the indemnification obligations of the Borrowers under this Section. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower Borrowers pursuant to this Section 8.5 shall be submitted to the Treasurer address of the Borrower as Borrowers set forth in Section 8.29.2, or to such other Person or address as may be hereafter designated by the Borrower Representative in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder. For the avoidance of doubt, this Section 9.5 shall not apply to Taxes, except any Taxes that represent losses or damages arising from any non-Tax claim.

Payment of Expenses. The Borrower agrees (a) to pay or ------------------- reimburse the Lender Agents and the Arranger for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the indemnify, and hold each Lender, its affiliates, the Arranger and its the Agents and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”"indemnitee") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Holdings, the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined indemnified liabilities are found by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising jurisdiction to have resulted from the use by unauthorized persons gross negligence or willful misconduct of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loansindemnitee. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lenderindemnitee. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender), Agents (b) to pay or reimburse each Lender and (ii) the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) ), consultants and other experts to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold each Lender and the Agents and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “"Indemnitee”") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Properties (all the foregoing in this clause (cd), collectively, the “"Indemnified Liabilities”"), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees shall reimburse the Lender on demand for all costs and expenses, including, without limitation, reasonable legal expenses and reasonable attorneys' fees of outside counsel, incurred by the Lender in connection with (a) the documentation and consummation of the transactions contemplated hereunder and any other transactions between Borrower and the Lender, including, without limitation, UCC and other public record searches and filings, overnight courier or other express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review (including due diligence review) costs; (b) the collection, protection or enforcement of any rights in or to pay the Collateral; (c) the collection of any obligations of Borrower to the Lender under this Agreement, the Notes or reimburse any other Transaction Document; (d) the administration and enforcement of the Lender's rights under this Agreement or any other Transaction Document (including, without limitation, any costs and expenses of any third party provider engaged by the Lender for such purposes); (e) costs associated with any refinancing or restructuring of the Notes whether in the nature of a "work out," in any insolvency or bankruptcy proceeding or otherwise, and whether or not consummated; (f) all its (i) reasonable out-of-pocket costs and expenses incurred of the Lender and its assignees (including, without limitation, attorneys' fees) in connection with the developmentassignment, preparation and execution of, and any amendment, supplement transfer or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration syndication of the transactions contemplated hereby and thereby Notes; (including the reasonable out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender)g) all liability for any intangibles, and (ii) costs and expenses incurred in connection with the enforcement documentary, stamp or preservation of any rights or exercise of remedies under this Agreementother similar taxes, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Lender, (b) to pay, indemnify, or reimburse the Lender for, and hold the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feesexcises, if any, which including any interest and penalties; and (h) any finder's or brokerage fees, commissions and expenses, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes and the other Loan Documents and any Transaction Documents. All such other documents, and (c) to pay, indemnify or reimburse the Lender, its affiliates, and its and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred and charges shall constitute obligations hereunder, shall be payable by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of Lender on demand, and, until paid, shall bear Default Interest (as defined in the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cNotes), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and if (i) any Note is placed in the hands of an attorney or agency for collection or enforcement or is collected or enforced through any legal proceeding or the Lender otherwise takes action to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All collect amounts due under this Section 8.5 such Note or to enforce the provisions of such Note or (ii) there occurs any bankruptcy, reorganization, receivership of Borrower or other proceedings affecting creditors' rights and involving a claim under such Note, then Borrower shall be payable not later than 30 days after written demand therefor. Statements payable pay the costs incurred by the Borrower pursuant Lender for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, attorneys' fees and disbursements (including such fees and disbursements related to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth seeking relief from any stay, automatic or otherwise, in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereundereffect under any applicable bankruptcy law).

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Arranger and the Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Administrative Agent and the charges of SyndTrak, Intralinks or similar electronic platform, (b) to pay or reimburse each Lender), the Arranger and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees to each Lender and disbursements and other charges of in-house counsel) counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender, the Lender Arranger and the Agents for, and hold each Lender, the Lender Arranger and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the each Lender, its affiliatesthe Arranger, and its each Agent, their respective Affiliates, and their respective officers, directors, partnerstrustees, employees, Affiliates, shareholders, attorneys and other advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged PropertiesProperties or the 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 and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that neither the Borrower or any Foreign Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems (including materials obtained through Intralinks or other similar information systems) that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower and each Foreign 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer address of the Borrower as set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents including, without limitation, the reasonable fees and any other documents prepared expenses of one joint counsel to the Agents in connection herewith or therewith, with this Agreement and the consummation other Loan Documents, (b) to pay or reimburse each Lender and administration of the transactions contemplated hereby and thereby (including the reasonable Administrative Agent for all its out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, Agreement or the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwiseincluding, including without limitation, the fees and disbursements of one joint counsel (including the allocated fees and disbursements and other charges of in-house and, if required, one regulatory counsel) to the LenderLenders and the Administrative Agent (each such counsel to be reasonably acceptable to the Administrative Agent, the Swingline Lenders and the Issuing Lenders), provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (bc) to pay, indemnify, or reimburse each Lender and the Lender Administrative Agent for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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, documents and (cd) to pay, indemnify or reimburse the indemnify, and hold each Agent, Lender, its affiliatesIssuing Lender, and its each of their respective Affiliates, and their respective officers, directors, partnersofficers, employees, advisors, agents, controlling persons affiliates and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Party arising out of, in connection with, or as a result of, Documents and the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets Letters of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Credit (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities indemnified liabilities that are found by a final and non-appealable decision of a court of competent jurisdiction to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct ofof such indemnified person, in each case as determined from the breach by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any indemnified person of its affiliates Contractual Obligations to the Borrower or its from negotiated settlements of pending or their respective officers, directors, partners, employees, agents or controlling personsthreatened legal actions entered into by such indemnified person without the Borrower’s consent. No Indemnitee indemnified person referred to above shall be liable for any damages arising from the unauthorized use by unauthorized persons unintended recipients of any information or other materials sent distributed to such recipients by such indemnified person through electronic, electronic telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement or the Loansother Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such indemnified person as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limiting Notwithstanding the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees this Section 9.5 shall not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery apply with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind taxes other than any taxes that represent losses or nature, under or related to Environmental Laws, that damages arising from any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereundernon-tax claim.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the development, preparation preparation, execution and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents including, without limitation, the reasonable fees and any other documents prepared expenses of one counsel to the Administrative Agent in connection herewith or therewith, with this Agreement and the consummation other Loan Documents, (b) to pay or reimburse each Lender and administration of the transactions contemplated hereby and thereby (including the reasonable Administrative Agent for all its out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, Agreement or the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwiseincluding, including without limitation, the fees and disbursements of one joint counsel (including the allocated fees and disbursements and other charges of in-house and, if required, one regulatory counsel) to the LenderLenders and the Administrative Agent (each such counsel to be reasonably acceptable to the Administrative Agent), provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (bc) to pay, indemnify, or reimburse each Lender and the Lender Administrative Agent for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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, documents and (cd) to pay, indemnify or reimburse indemnify, and hold the Administrative Agent, each Lender, its affiliatesand each of their respective Affiliates, and its and their respective officers, directors, partnersofficers, employees, advisors, agents, controlling persons affiliates and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Party arising out of, in connection with, or as a result of, Documents and the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities indemnified liabilities that are found by a final and non-appealable decision of a court of competent jurisdiction to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct ofof such indemnified person, in each case as determined from the breach by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any indemnified person of its affiliates Contractual Obligations to the Borrower or its from negotiated settlements of pending or their respective officers, directors, partners, employees, agents or controlling personsthreatened legal actions entered into by such indemnified person without the Borrower’s consent. No Indemnitee indemnified person referred to above shall be liable for any damages arising from the unauthorized use by unauthorized persons recipients of any information or other materials sent distributed to such recipients by such indemnified person through electronic, electronic telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement or the Loansother Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such indemnified person as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limiting Notwithstanding the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees this Section 9.5 shall not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery apply with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind taxes other than any taxes that represent losses or nature, under or related to Environmental Laws, that damages arising from any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereundernon-tax claim.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Credit Commitments (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Lender Agents for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the each Lender, its each Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Loan Document Document, any commitment letter or fee letter in connection therewith, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any Loan or Letter of the foregoing relating to Credit or the use or proposed use of the proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, thereof (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the Mortgaged Properties, and the reasonable fees and expenses of legal counsel documents presented in connection with claimssuch demand do not strictly comply with the terms of such Letter of Credit), actions (iii) any actual or proceedings alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by the Borrower or any Indemnitee against of its Subsidiaries, or any Loan Party under environmental liability related in any Loan Document way to the Borrower or any of its Subsidiaries or any or their respective properties, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansRevolving Credit Commitments. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Xxxx Lammas (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the Treasurer address of the Borrower as set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the initial syndication, development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold each Lender and the Agents and their respective officers, directors, partnerstrustees, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”"indemnitee") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee with respect to any pending or asserted against any Indemnitee by any third party threatened litigation or by proceeding arising in respect of the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Xxxxx-Xxxxx, the Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Properties (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted indemnified liabilities result from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loansindemnitee. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees Borrowers agree not to assert and to cause its Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its their Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental LawsLaws applicable to Xxxxx-Xxxxx, the Borrower, any of its Subsidiaries or any of the Properties that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted indemnitee, except to the Treasurer extent resulting from the gross negligence or willful misconduct of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lenderany indemnitee. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Lender Agents for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the each Lender, its each Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Xxxxx Xxxxx (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the Treasurer address of the Borrower as set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent and the Lead Arranger promptly following receipt of a reasonably detailed invoice therefor for all its (i) reasonable out-of-pocket costs expenses, including the reasonable fees, disbursements and expenses other charges of one set of counsel (which may include local counsel), incurred in connection with the Loans and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby provided, however, that notwithstanding the foregoing, the obligations of Borrower under this clause (including the reasonable a) in respect of such out-of-pocket costs expenses incurred by the Lead Arranger and expenses and professional fees of Administrative Agent through the advisors and counsel Closing Date shall be limited as provided in the Fee Letter (it being understood that nothing herein limits the Borrower’s obligation to make payments to the LenderLenders and the Arrangers agreed to in the Fee Letter), (b) to pay or reimburse each Lender, the Lead Arranger and (ii) the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderLead Arranger and the Administrative Agent, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender, the Lender Arrangers and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the indemnify, and hold each Lender, its affiliateseach Arranger and each Agent, and its each of their respective Related Persons (each of the Lenders, Arrangers and Agents and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (eachRelated Persons, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection withwith any action, litigation, proceeding, investigation or as a result ofjudgment with respect to the execution, the execution or delivery delivery, enforcement, performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebysuch other documents, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Loan Party or any of the Mortgaged Properties, Properties and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Person of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, except as a result of the gross negligence or willful misconduct of any such Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after receipt of a reasonably detailed written demand invoice therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in accordance with Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Each of the REIT and the Borrower jointly and severally agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Commitments (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Lender Agents for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the each Lender, its each Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (c), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.against

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents (except for any costs or expenses specifically excluded in the commitment letter executed by the Borrower and the Syndication Agent in respect of the credit facilities provided for herein) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold each Lender and the Agents and their respective officers, directors, partnerstrustees, investment advisors, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”"indemnitee") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Properties (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities indemnified liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loansindemnitee. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees not to assert and to hereby waives, and shall cause each of its Subsidiaries not to assert, assert and hereby waives and agrees to cause its Subsidiaries to waive, all rights for of contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.all

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender)Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the LenderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold each Lender and the Administrative Agent and their respective officers, directors, partners, employees, advisorsAffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebysuch other documents, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, properties owned by such Group Members and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, of such Indemnitee or breach in each case as determined by a final and nonappealable decision bad faith of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from ’s obligations under the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansLoan Documents. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waivewaives, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 ten (10) days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Treasurer (Telephone No. (000) 000-0000; Facsimile No. (000) 000-0000), at the Treasurer address of the Borrower as Xxxxx Limited set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Arranger and the Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender), the Arranger and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender, the Lender Arranger and the Agents for, and hold each Lender, the Lender Arranger and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the each Lender, its the Arranger, each Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, affiliates, shareholders, attorneys and other advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged PropertiesProperties or the 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 and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the 116 foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, Indemnitee or any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling personsaffiliate thereof. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, except to the extent such claim, demand, penalty, fine, liability, settlement, damage, cost or expense is found by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer address of the Borrower as set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents and the Arrangers for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication and administration of the Facilities (other than fees payable to syndicate members) and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement supplement, modification or modification waiver to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Administrative Agent and the Arrangers and the charges of Intralinks, (b) to pay or reimburse each Lender), the Agents and (ii) the Arrangers for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees fees, disbursements and disbursements other charges of counsel (including including, without duplication, the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAdministrative Agent, (bc) to pay, indemnify, or reimburse each Lender and the Lender Administrative Agent for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the each Lender, its the Agents, the Arrangers, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “"Indemnitee”") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any Loan or Letter of the foregoing relating to Credit or the use or proposed use of the proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the Mortgaged Properties, and the reasonable fees and expenses of legal counsel documents presented in connection with claimssuch demand do not strictly comply with the terms of such Letter of Credit), actions (iii) any actual or proceedings alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by the Borrower or any Indemnitee against of its Subsidiaries, or any liability under Environmental Law arising from or relating to the Business or the Business Properties or this Agreement or the other Loan Party under any Loan Document Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “"Indemnified Liabilities”"), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case of such Indemnitee as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any IndemniteeIndemnitee that relate to the subject matter of this Agreement or any other Loan Document . All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Xxxxxxx X. Xxxxxxxx (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000) (with a copy to Xxxxxxx X. Xxxxxx (Telephone No. (000) 000-0000) (Fax No. (310) 000-0000), at the Treasurer address of the Borrower as set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Each Borrower (on a pro rata basis based on the maximum amount of the Commitments made available to it hereunder) severally agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members and subject to such limits as have been agreed to between Holdings and the Arrangers) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender)Administrative Agent and the charges of Syndtrak, (b) after the occurrence and (ii) during the continuance of an Event of Default, to pay or reimburse each Lender and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAdministrative Agent, (bc) to pay, indemnify, or reimburse each Lender and the Lender Administrative Agent for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the each Lender, its each Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the any Borrower or any other Loan Party arising out of, in connection with, or as a result of, of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including (ii) any Loan or Letter of the foregoing relating to Credit or the use or proposed use of the proceeds thereof (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the Loans documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or the violation ofalleged presence or release of Materials of Environmental Concern on or from any property owned, noncompliance with occupied or liability under, any Environmental Law applicable to the operations or assets of operated by any Group Member, including or any environmental liability of any Group Member or any of the Mortgaged Propertiestheir ownership or operation of their respective properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the any Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any IndemniteeFacilities. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower Borrowers pursuant to this Section 8.5 shall be submitted to Treasurer (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the Treasurer respective addresses of the Borrower as Borrowers set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower Borrowers in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or Credit Parties shall reimburse the Lender Agent, the Lenders and the Holders on demand for all its reasonable costs and expenses, including, without limitation, legal expenses and reasonable attorneys’ fees (whether for internal or outside counsel), incurred by the Agent, the Lenders and the Holders in connection with (i) reasonable out-the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of-pocket , any modification of any term of or termination of, this Agreement and any other Transaction Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, and any other transactions between the Credit Parties and the Agent, the Lenders and the Holders, including, without limitation, UCC and other public record searches and filings, overnight courier or other express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review (including due diligence review) costs; provided, that the aggregate amount of such cost and expenses which shall be required to be reimbursed under this Agreement and the other Transaction Documents with regard to all matters through and including the Second Restatement Closing Date shall not exceed $100,000; (ii) the collection, protection or enforcement of any rights in or to the Collateral; (iii) the collection of any Obligations; (iv) the administration and enforcement of Agent’s, any Lender’s and any Holder’s rights under this Agreement or any other Transaction Document (including, without limitation, any costs and expenses of any third party provider engaged by Agent, the Lenders or the Holders for such purposes, and any costs and expenses incurred in connection with the developmentforbearance of any of the rights and remedies of the Agent, preparation and execution of, the Lenders and any amendment, supplement Holders hereunder); (v) any refinancing or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration restructuring of the transactions contemplated hereby and thereby (including Notes whether in the reasonable nature of a “work out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses incurred ,” in connection with the enforcement any insolvency or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default bankruptcy proceeding or otherwise, including and whether or not consummated; (vi) the fees assignment, transfer or syndication of the Notes; and disbursements of counsel (including the allocated fees and disbursements and other charges of invii) any liability for any Non-house counsel) to the Lender, (b) to pay, indemnify, or reimburse the Lender for, and hold the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feesExcluded Taxes, if any, which including any interest and penalties, and any finder’s or brokerage fees, commissions and expenses (other than any fees, commissions or expenses of finders or brokers engaged by the Agent, the Lenders and/or the Holders), that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any purchase of the transactions Notes contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, by this Agreement, Agreement and the other Loan Documents 117 Transaction Documents. The Credit Parties shall also pay all normal service charges with respect to all accounts maintained by the Credit Parties with the Lenders and/or the Holders and any additional services requested by the Credit Parties from the Lenders and/or the Holders. All such other documents, and (c) to pay, indemnify or reimburse the Lender, its affiliates, and its and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or and charges shall constitute Obligations hereunder, shall be payable by the Borrower or any other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating Credit Parties to the use applicable Lenders or proposed use of proceeds of Holders on demand, and, until paid, shall bear interest at the Loans or the violation of, noncompliance with or liability under, any Environmental Law highest rate then applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (c), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansNotes hereunder. Without limiting the foregoing, and to if (a) any Note is placed in the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights hands of an attorney for contribution collection or enforcement or is collected or enforced through any legal proceeding or any other rights of recovery with respect Holder or Lender otherwise takes action to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All collect amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, such Note or to enforce the provisions of this Agreement or such Note or (b) there occurs any bankruptcy, reorganization, receivership of any Credit Party or other Person proceedings affecting creditors’ rights and involving a claim under this Agreement or address as may be hereafter designated such Note, then the Credit Parties shall pay the costs incurred by the Borrower such Holder or such Lender for such collection, enforcement or action or in a written notice connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, reasonable attorneys’ fees and disbursements (including such fees and disbursements related to the Lender. The agreements seeking relief from any stay, automatic or otherwise, in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereundereffect under any Bankruptcy Law).

Payment of Expenses. The Borrower agrees Borrowers jointly and severally agree (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender)Administrative Agent, (b) to pay or reimburse each Lender and (ii) the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold each Lender and the Agents and their respective officers, directors, partnerstrustees, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”"indemnitee") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of K&F, the Borrowers, any of their Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Business Properties and the reasonable legal fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided that the Borrower Borrowers shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined indemnified liabilities (i) are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence or willful misconduct of such indemnitee, (ii) arise from legal proceedings commenced against any Agent or any such IndemniteeLender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, or (iii) arise from legal proceedings commenced against any Agent or any such Lender by any other Lender or by any Assignee (as defined in subsection 10.6(d)), any of its affiliates Agent or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansLender. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees Borrowers agree not to assert and to cause its 87 82 Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its their Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lenderindemnitee. The agreements in this Section 8.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, execution and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents including, without limitation, the reasonable fees and any other documents prepared expenses of one counsel to the Administrative Agent in connection herewith or therewith, with this Agreement and the consummation other Loan Documents, (b) to pay or reimburse each Lender and administration of the transactions contemplated hereby and thereby (including the reasonable Administrative Agent for all its out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, Agreement or the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwiseincluding, including without limitation, the fees and disbursements of one joint counsel (including the allocated fees and disbursements and other charges of in-house and, if required, one regulatory counsel) to the LenderLenders and the Administrative Agent (each such counsel to be reasonably acceptable to the Administrative Agent), provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (bc) to pay, indemnify, or reimburse each Lender and the Lender Administrative Agent for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 50 ‌ ‌ ​ ​ under or in respect of, this Agreement, the other Loan Documents and any such other documents, documents and (cd) to pay, indemnify or reimburse indemnify, and hold the Administrative Agent, each Arranger, each Lender, its affiliatesand each of their respective Affiliates, and its and their respective officers, directors, partnersofficers, employees, advisors, agents, controlling persons affiliates and trustees agents (each, an “Indemniteeindemnified person”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Party arising out of, in connection with, or as a result of, Documents and the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee indemnified person with respect to Indemnified Liabilities indemnified liabilities that are found by a final and non-appealable decision of a court of competent jurisdiction to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct ofof such indemnified person, in each case as determined from the breach by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any indemnified person of its affiliates Contractual Obligations to the Borrower or its from negotiated settlements of pending or their respective officers, directors, partners, employees, agents or controlling personsthreatened legal actions entered into by such indemnified person without the Borrower’s consent. No Indemnitee indemnified person referred to above shall be liable for any damages arising from the unauthorized use by unauthorized persons recipients of any information or other materials sent distributed to such recipients by such indemnified person through electronic, electronic telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement or the Loansother Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such indemnified person as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limiting Notwithstanding the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees this Section 9.5 shall not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery apply with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind taxes other than any taxes that represent losses or nature, under or related to Environmental Laws, that damages arising from any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereundernon-tax claim.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Credit Facility and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Lender Agents for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify indemnify, or reimburse the each Lender, its the Agents, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Revolving Credit Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group MemberParent, including any of the Mortgaged Propertiesits Subsidiaries or any property at any time owned, leased, or in any way used by Parent, any Subsidiary of Parent or any other entity for which Parent or any of its Subsidiaries is alleged to be responsible, and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Xxx Xxxxx (Telephone No. (000) 000-0000) (Fax No. (561) 989–2940), at the Treasurer address of the Borrower as set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender)Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Agents for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the LenderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Lender for, and hold the each Lender and each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the indemnify, and hold each Lender, its affiliates, and its each Agent and their respective officers, directors, partnerstrustees, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”"indemnitee") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by (other than for loss of profits) with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities indemnified liabilities are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loansindemnitee. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteeindemnitee. All amounts due under this Section 8.5 10.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 Article shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Administrative Agent for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Lender)Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the LenderAdministrative Agent, (bc) to pay, indemnify, or reimburse the Lender for, and hold each Lender and the Lender Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold each Lender and the Administrative Agent and their respective officers, directors, partners, employees, advisorsAffiliates, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebysuch other documents, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including Member or any of the Mortgaged Properties, properties owned by such Group Members and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by 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 (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, of such Indemnitee or breach in each case as determined by a final and nonappealable decision bad faith of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from ’s obligations under the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansLoan Documents. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waivewaives, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 ten (10) days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Treasurer (Telephone No. (000) 000-0000; Facsimile No. (000) 000-0000), at the Treasurer address of the Borrower as Bxxxx Limited set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 8.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim.

Payment of Expenses. The Borrower agrees Borrowers agree (a) to pay or reimburse the Lender Agents and the Collateral Agent for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (thereby, including the reasonable out-of-pocket costs fees, disbursements and expenses and professional fees other charges of the advisors and counsel to the Lender)Agents and the Collateral Agent, (b) to pay or reimburse each Lender and (ii) Agent and the Collateral Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Credit Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including the fees and disbursements of counsel (including the allocated fees and reasonable fees, disbursements and other charges of in-house counsel) counsel to each Lender and of counsel to the LenderAgents and the Collateral Agent, (bc) to pay, indemnify, or reimburse the Lender for, and hold harmless each Lender and Agent and the Lender harmless Collateral Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such fees, 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 (cd) to pay, indemnify or reimburse the Lender, its affiliatesindemnify, and its hold harmless each Lender and Agent and the Collateral Agent and their respective officers, directors, partnersofficers, employees, advisors, agents, controlling persons trustees and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the other Credit Documents and any such other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebydocuments, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of either Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Real Estate (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided that the US Borrower and the Canadian Borrower shall have no obligation hereunder to the Administrative Agent or any Indemnitee Lender nor any of their respective directors, officers, employees and agents with respect to Indemnified Liabilities indemnified liabilities to the extent such Indemnified Liabilities resulted from attributable to (i) the gross negligence or willful misconduct ofof the party to be indemnified to the extent so determined in the final, in each case as determined by a final and nonappealable decision non-appealable judgment of a court of competent jurisdiction, such Indemnitee, any of its affiliates jurisdiction or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from (ii) disputes among the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable LawAdministrative Agent, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderLenders and/or their transferees. The agreements in this Section 8.5 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, modifications to this Agreement and the other Loan Documents Note and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs and expenses and professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwise, including the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to the Lender, (b) to pay, indemnify, or reimburse the Lender for, and hold the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 Note and any such other documents, and (c) to pay, indemnify or reimburse the Lender, its affiliates, and its and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) forindemnify, and hold each Indemnitee the Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, actions judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, the Note and any such other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto documents (all the foregoing in this clause (c), collectively, the “"Indemnified Liabilities”"), provided that the Borrower shall have no obligation hereunder to any Indemnitee the Lender with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted arising from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the syndication of the Revolving Credit Facility and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and one counsel to the Lender)Administrative Agent in each applicable jurisdiction and the charges of Intralinks, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees to each Lender and disbursements and other charges of in-house counsel) counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Lender Agents for, and hold each Lender and the Lender Agents harmless from, (x) any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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, documents and (cy) any and all currency exchange out-of-pocket costs, fees and expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable hereunder to such Revolving Credit Lender or Agent, as applicable, from any currency other than Dollars to Dollars, (d) to pay, indemnify indemnify, or reimburse the each Lender, its affiliatesthe Agents, and its their respective Affiliates, and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations or assets of any Group MemberParent, including any of its Subsidiaries (including (x) the Mortgaged PropertiesSecuritization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) or any property at any time owned, leased, or in any way used by Parent, any Subsidiary of Parent (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) or any other entity for which Parent or any of its Subsidiaries (including the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to (x) the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) is alleged to be responsible, and the reasonable fees and expenses disbursements and other charges of legal counsel (but limited to the attorneys’ fees of one outside counsel to all Indemnitees taken as a whole and one local counsel to all Indemnitees taken as a whole in each relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) (and, solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict of interest has informed Xxxxxxxx in writing of such conflict and thereafter retains its own counsel, one additional counsel in each relevant jurisdiction to each group of Indemnitees similarly situated taken as a whole, and, in all cases excluding, for the avoidance of doubt, the allocated costs of internal counsel)) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under hereunder and (e) to pay, indemnify, or reimburse the Administrative Agent and its Affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Administrative Agent Indemnitee”) for, and hold each Administrative Agent Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the matters referred to in the payoff letter from the Borrower to Toronto Dominion (Texas) LLC, dated February 11, 2010, and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Administrative Agent Indemnitee against any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Party hereunder (all the foregoing in this clause clauses (cd) and (e), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined (i) are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee, any Indemnitee or (y) a material breach by such Indemnitee of its affiliates material obligations under this Agreement or the other Loan Documents or (ii) arise from any dispute solely among Indemnitees other than any claims against any Indemnitee in its capacity or in fulfilling its role as an Agent, an Arranger or any similar role under this Agreement and the other Loan Documents and other than any claims involving any act or omission on the part of the Borrower or its or their respective officers, directors, partners, employees, agents or controlling personsSubsidiaries. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or persons, and neither the Borrower, any other Loan Party nor any Indemnitee shall be liable for any special, indirect, consequential or punitive damages in connection with the Loanscredit facilities established hereunder or the transactions related hereto; provided that, this sentence shall not relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower agrees not to assert and to cause its Subsidiaries (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) not to assert, and hereby waives and agrees to cause its Subsidiaries (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender)Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and (ii) the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse each Lender and the Lender Agents for, and hold each Lender and the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the each Lender, its each Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Fax No. (407) 000- 0000), at the Treasurer address of the Borrower as set forth in Section 8.210.02, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees Loan Parties agree (on behalf of themselves and their Subsidiaries) (a) to pay or reimburse the Arranger, each Lender providing a Revolving Credit Commitment as of the date hereof, each Agent and the Syndication Agent for all its (i) their reasonable out-of-out of pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and disbursements and other charges of counsel to each Agent and the charges of Intralinks, and the reasonable fees and disbursement of one financial advisor to the Administrative Agent (for itself and on behalf of all the Lenders) (provided, that such advisor shall have no direct access to the Loan Parties without such Person’s consent and the fees and expenses and professional fees of the advisors and counsel to the Lendersuch advisor shall not exceed $20,000 per month), (b) to pay or reimburse each Lender, each Agent, the Arranger and (ii) the Syndication Agent for all their costs and expenses incurred in connection with any restructuring or “work-out” of the Loans hereunder or the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisetherewith, including including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to each Agent and the LenderSyndication Agent, (bc) to pay, indemnify, or reimburse each Lender, the Lender Arranger, the Agents and the Syndication Agent for, and hold each Lender, the Lender Arranger, the Agents and the Syndication Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the each Lender, its the Arranger, each Agent, the Syndication Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, affiliates, shareholders, attorneys and other advisors, agents, agents and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged PropertiesProperties or the 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 and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are (i) found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, Indemnitee or (ii) resulted solely from the failure of the Loan Parties to reimburse any Agent or any Lender for expenses that the Loan Parties are not required to reimburse under clause (a) of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling personsthis Section 10.5. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the LoansFacilities. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable law, the Borrower Parent 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee; provided, that the Borrower does not waive any such right with respect to matters that were found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 8.5 may be charged to the Loan Account pursuant to Sections 2.19(c) and 2.20 and, upon request, the Borrower shall be payable not later than 30 days after entitled to receive a reasonably detailed written demand thereforinvoice for such amounts. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer address of the Borrower as set forth in Section 8.210.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the LenderAdministrative Agent. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses disbursements and professional fees other charges of the advisors and counsel to the Lender)Administrative Agent, (b) to pay or reimburse each Lender and (ii) each Agent for all their costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the LenderAgents, (bc) to pay, indemnify, or reimburse the Lender for, and indemnify and hold the harmless each Lender harmless and each Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, and indemnify or reimburse the and hold harmless each Lender, its each Agent, their respective affiliates, and its and their respective officers, directors, partnerstrustees, employees, advisors, agents, agents and controlling persons and trustees (each, an “"Indemnitee”") for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Holdings, the Borrower, any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, Properties and the reasonable fees and expenses disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto hereunder (all the foregoing in this clause (cd), collectively, the “"Indemnified Liabilities”"), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteeindemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer Borrower's chief financial officer (Telephone No. 000-000-0000) (Fax No. 000-000-0000), at the address of the Borrower as set forth in Section 8.29.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent (which shall promptly notify each Lender). The agreements in this Section 8.5 shall survive repayment of the Term Loans and all other amounts payable hereunder.

Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Lender Agents and the Arranger for all its (i) their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including thereby, including, without limitation, the reasonable out-of-pocket costs fees and expenses and professional fees disbursements of the advisors and counsel to the Administrative Agent, (b) to pay or reimburse each Lender), the Issuing Lender, the Agents and (ii) the Arranger for all its costs and expenses incurred in connection with the enforcement or preservation of any rights or exercise of remedies under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith in respect of any Event of Default or otherwisedocuments, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges expenses of in-house counsel) to each Lender and of counsel to the Agents, the Issuing Lender, and the Arranger, (bc) to pay, indemnify, or reimburse and hold each Lender, the Lender forIssuing Lender, and hold the Lender Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying such feespaying, 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 (cd) to pay, indemnify or reimburse the indemnify, and hold each Lender, its affiliatesthe Agents, the Issuing Lender and its the Arranger and their respective officers, directors, partners, employees, advisorsaffiliates, agents, agents and controlling persons and trustees (each, an “"Indemnitee”") for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by with respect to the Borrower or any other Loan Party arising out ofexecution, in connection withdelivery, or as a result ofenforcement, the execution or delivery performance and administration of this Agreement, any the other Loan Document or Documents and any agreement or instrument contemplated hereby or therebysuch other documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyincluding, including without limitation, any of the foregoing relating to the use or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or assets of any Group Member, including any of the Mortgaged Properties, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto Properties (all the foregoing in this clause (cd), collectively, the “"Indemnified Liabilities”"), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined are found by a final and nonappealable decision of a court of competent jurisdiction, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by Applicable Lawapplicable 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 rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.for