Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligations.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Administrative Agent, (iiib) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bd) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Revolving Credit Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsindemnified party.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Administrative Agent, (iiib) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bd) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsindemnified party.

Expenses; Indemnity. The Borrower will (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agents, the Joint Lead Arrangers and their respective Affiliates in connection with the preparation of this Agreement, the other Loan Documents and the Parent Guarantee, or by the Agents, the Joint Lead Arrangers and their respective Affiliates in connection with the syndication of the Agents in connection with: (i) Commitments or the preparation, execution and delivery administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions hereby contemplated shall be consummated) or incurred by the Agents, the Joint Lead Arrangers and their respective Affiliates or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement, the other Loan DocumentDocuments and the Parent Guarantee, whenever in connection with the same shall be executed and deliveredLoans made or the Revolving Letters of Credit issued hereunder, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees fees, charges and disbursements of a single counsel for the Agents (with the right of such counsel to engage such Xxxxxx & Xxxxxxx LLP, special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single New York counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit FacilityJoint Lead Arrangers, and (b) defendand, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claimsuch enforcement or protection, investigationthe reasonable fees, litigation charges and disbursements of any other counsel (including the reasonable and documented allocated costs of internal counsel for the Agents, the Joint Lead Arrangers, any Issuing Bank or other proceeding (whether or not any Agent or Lender is a party thereto) Lender); provided, that, absent any conflict of interest, the Agents and the prosecution and defense thereof, arising out of Joint Lead Arrangers shall not be entitled to indemnification for the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any charges or disbursements of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ more than one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsjurisdiction.

Expenses; Indemnity. The Borrower will (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses of incurred by the Agents Agents, the Joint Lead Arrangers and their respective Affiliates in connection with: (i) with the preparation, execution and delivery preparation of this Agreement and each the other Loan DocumentDocuments, whenever or by the same Agents, the Joint Lead Arrangers and their respective Affiliates in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions hereby contemplated shall be executed consummated) or incurred by the Agents, the Joint Lead Arrangers and deliveredtheir respective Affiliates or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees fees, charges and disbursements of a single counsel for the Agents (with the right of such counsel to engage such Xxxxxx & Xxxxxxx LLP, special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single New York counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit FacilityJoint Lead Arrangers, and (b) defendand, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claimsuch enforcement or protection, investigationthe reasonable fees, litigation charges and disbursements of any other counsel (including the reasonable and documented allocated costs of internal counsel for the Agents, the Joint Lead Arrangers, any Issuing Bank or other proceeding (whether or not any Agent or Lender is a party thereto) Lender); provided, that, absent any conflict of interest, the Agents and the prosecution and defense thereof, arising out of Joint Lead Arrangers shall not be entitled to indemnification for the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any charges or disbursements of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ more than one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsjurisdiction.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents in connection with: The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution and delivery of this Agreement and each the other Loan DocumentDocuments and any amendment, whenever waiver, consent or other modification of the same shall be executed provisions hereof and deliveredthereof (whether or not the transactions contemplated hereby or thereby are consummated), including and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents all Attorney Costs (with the right of provided that such counsel Attorney Costs shall be limited to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at a single law firm representing the expense of such indemnitee unless Administrative Agent and the employment of such counsel shall have been authorized in writing by Syndication Agent), and (ii) to pay or reimburse the Borrower Administrative Agent and each Lender for all costs and expenses incurred in connection with the defense enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such actioncosts and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, in which case such fees including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall be paid include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Borrower. If an indemnitee shall have reasonably concluded (based upon Administrative Agent and the written advice cost of counsel to independent public accountants and other outside experts retained by the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed Agent or withheld) shall be borne by the Borrowerany Lender. Any obligation or liability of the Borrower to any indemnitee under The agreements in this Section 12.2 12.2(a) shall survive the expiration or termination of this Agreement the Commitments and the repayment of all the other Obligations.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Administrative Agent, (iiib) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bd) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsindemnified party.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all out-of-pocket expenses of the Administrative Agent and (iii) the Lenders in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) The Borrowers jointly and severally agree to pay all reasonable out-of-pocket expenses reasonably incurred by the Administrative Agent, the Collateral Agent and the Issuing Bank in connection with negotiation and the preparation of this Agreement and the other Loan Documents or with any amendments, modifications or waivers of, or any consents with respect to, any of the Agents provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or reasonably incurred by the Administrative Agent, the Collateral Agent or the Issuing Bank in connection with: with the administration of this Agreement or any other Loan Document (iincluding, without limitation, in connection with any audit of the Borrowing Base) or reasonably incurred by the preparationAdministrative Agent, the Collateral Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement or any other Loan Document or with the Loans made or the Notes or Letters of Credit issued hereunder (excluding, however, those costs and expenses arising from any proceeding solely between one or more Lenders to which neither Borrower is a party) including, but not limited to, the reasonable fees and disbursements of Cravath, Swaine & Moorx, xxecial counsel for the Administrative Agent, and, in connection with such enforcement or protection, the reasonable fees and disbursements of other counsel for any Lender, including allocated staff counsel costs. The Borrowers further jointly and severally agree to indemnify the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence Notes or willful misconduct any of the party seeking indemnification therefor or the breach by the Agents or the Lenders other Loan Documents. The provisions of this Agreement. If any claim, demand, action Section 9.04 shall be in addition to and not in limitation of or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrowersubstitution for NWS's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right 117 112 with respect to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at contained in the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees separate agreements between NWS and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the ObligationsChemical Bank.

Expenses; Indemnity. The Borrower will (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses of incurred by the Agents and their respective Affiliates, in connection with: (i) with the preparation, execution and delivery preparation of this Agreement and each the other Loan DocumentDocuments, whenever including the same reasonable and documented out of pocket fees, charges and disbursements of counsel for the Administrative Agent (limited, in the case of legal fees and disbursements, to one primary external counsel of the Administrative Agent, and one local external counsel of the Administrative Agent in each relevant jurisdiction), the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for counsel in each jurisdiction where Collateral is located) and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions hereby contemplated shall be executed and delivered, including without limitation consummated). The Borrower agrees to pay all reasonable and documented out-of-pocket syndication expenses incurred by the Agents and due diligence expenses their respective Affiliates in connection with the enforcement and protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made hereunder, including the reasonable fees fees, charges and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, (including without limitation external counsel and the reasonable fees and disbursements documented allocated costs of a single internal counsel for the Agents and (iii) the administration and enforcement or any Lender); provided, that, absent any conflict of any rights and remedies of interest, the Agents and Lenders under shall not be entitled to indemnification for the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any charges or disbursements of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ more than one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsjurisdiction.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) after the occurrence and (iii) during the continuance of an Event of Default, pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit FacilityFacility including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Security Document, enforcing any Obligations of or collecting any payments due from the Borrower or any Subsidiary Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Subsidiary Guaranty Agreement, consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the Loanstransactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay The Company shall pay, or reimburse, the Lender for (i) all reasonable out-of-pocket costs and expenses of (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred by the Agents Lender in connection with: (i) with the negotiation, preparation, execution execution, delivery, and delivery administration of this Agreement Agreement, the Note and each any other Loan Document, whenever the same shall be executed and delivereddocument required hereunder or thereunder, including without limitation any amendment, supplement, modification or waiver of or to any of the foregoing; (ii) all reasonable out-of-pocket syndication costs and due diligence expenses and (including, without limitation, reasonable attorneys' fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special expenses) paid or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent incurred by the Agents Lender before and after judgment in enforcing, protecting or preserving its rights under this Agreement, the Lenders relating to this Agreement or Note and any other Loan Documentdocument required hereunder or thereunder, including without limitation reasonable fees and disbursements the enforcement of a single counsel for the Agents rights against, or realization on, any collateral or security therefor; and (iii) the administration any and enforcement of any rights all recording and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's filing fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claimif any, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement payable or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense determined to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower payable in connection with the defense negotiation, preparation, execution, delivery, administration or enforcement of this Agreement, the Note or any other document required hereunder or thereunder or any amendment, supplement, modification or waiver of or to any of the foregoing, or consummation of any of the transactions contemplated hereby or thereby; it being understood that to the extent the foregoing costs, expenses and fees are incurred (1) prior to the date hereof, such actioncosts, in which case such expenses and fees and expenses shall be paid by the Borrower. If an indemnitee Company on the date hereof and (2) on or after the date hereof, such costs, expenses and fees shall have reasonably concluded be paid by the Company through either of the following methods, in the sole discretion of the Lender: (based x) in immediately available funds upon the written advice of counsel to the Administrative Agent) that the representation by one counsel demand of the Agents and Lenders creates a conflict Lender or (y) by application of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne any payment by the Borrower. Any obligation or liability of Company due under the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the ObligationsNote.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Administrative Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, and (iii) the administration exercise and enforcement of any rights and remedies of the Agents Administrative Agent and the Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons, (b) pay all out-of-pocket expenses each Lender in connection with the enforcement of any rights and remedies of the Administrative Agent and the Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) The Borrower agrees to pay (i) all reasonable documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or, with respect to the Administrative Agent and the Collateral Agent, in connection with the syndication of commitments or administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, including expenses incurred in connection with due diligence, the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, and the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all reasonable out-of-pocket expenses of incurred by the Agents L/C Issuer in connection with: with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiii) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication expenses (including Other Taxes) incurred by the Agents or any Lender in connection with the enforcement of this Agreement and due diligence expenses and the other Loan Documents in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees fees, charges and disbursements of a single counsel for the Agents and the Lenders (with including the right reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents and the Joint Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and one additional counsel for the affected persons, taken as a whole, to the extent of any actual conflict of interest). The Borrower agrees to indemnify the Agents, the Additional Agents, each L/C Issuer, each Lender, each of their respective Affiliates and each of their respective directors, partners, officers, employees, agents, trustees and advisors (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (limited to one counsel to engage such special or the Agents and their Related Parties and one local counsel as to the Agents reasonably deem necessaryand their Related Parties in each applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the other Indemnitees) (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (iii) the preparation, execution and or delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of or otherwise relating to the Transactions and the other transactions contemplated hereby and the administration of the Loan Documents, including without limitation reasonable fees and disbursements any required filings with the Puerto Rico Treasury Department, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a single counsel demand for payment under a Letter of Credit if the Agents and documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the administration and enforcement of any rights and remedies actual or prospective claim, litigation, investigation or proceeding relating to any of the Agents foregoing, whether based on contract, tort or any other theory and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against regardless of whether any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender Indemnitee is a party thereto) thereto and regardless of whether such matter is initiated by a third party or by Holdings, the prosecution and defense thereofBorrower or any of their subsidiaries or Affiliates; provided that such indemnity shall not, arising out of the Agreementas to any Indemnitee, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except be available to the extent that any such losses, claims, damages, liabilities or related expenses are determined by a final, non-appealable judgment of the foregoing result a court of competent jurisdiction to have resulted from (1) the gross negligence or willful misconduct of such Indemnitee (for purposes this proviso only, each Agent, each Additional Agent, any L/C Issuer or any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties (other than advisors), shall be treated as a single Indemnitee) or (2) any material breach of any Loan Document by such Indemnitee. Subject to and without limiting the party seeking indemnification therefor generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to one counsel to the Agents and their Related Parties and one local counsel to the Agents and their Related Parties in each applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the other Indemnitees) (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim related in any way to Environmental Laws and Holdings or any of its subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on, from or to any property currently or formerly owned, operated or leased by any of them; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (1) the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties (for purposes this proviso only, each Agent, each Additional Agent, any L/C Issuer or any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties (other than advisors), shall be treated as a single Indemnitee) or (2) any material breach of any Loan Document by such Indemnitee. None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Sponsor, Holdings, the Borrower or any of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of the Facilities or the breach by Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the Agents or expiration of the Lenders term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Additional Agent, any L/C Issuer or any Lender. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations All amounts due under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel 9.05 shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing payable on written demand therefor accompanied by the Borrower in connection reasonable documentation with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower respect to any indemnitee under this Section 12.2 shall survive the expiration reimbursement, indemnification or termination of this Agreement and the repayment of the Obligationsother amount requested.

Expenses; Indemnity. The Borrower will (a) Except with respect to Taxes (Indemnified Taxes, Other Taxes and Excluded Taxes), which shall be governed exclusively by Section 2.8, Borrowers hereby agree to promptly following a written demand therefor pay (i) all reasonable and documented out-of-pocket costs and expenses of Agent (but limited, in the Agents in connection with: (i) case of legal fees and expenses, to the preparationreasonable, execution documented and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication fees, costs and expenses of one (1) primary external counsel to the Agent and the Lenders collectively (and, to the extent reasonably necessary, one (1) local external counsel to such Persons collectively in each relevant jurisdiction, one (1) regulatory counsel, and in the case of an actual or perceived conflict of interest)) retained by Agent) in connection with the examination, review, due diligence expenses investigation, documentation, negotiation and reasonable fees and disbursements closing of a single counsel for the Agents (transactions contemplated by the Financing Documents, in connection with the right performance by Agent of such counsel its rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (A) any amendments, modifications, consents and waivers to engage such special and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or local counsel as at the Agents reasonably deem necessaryrequest of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons), ; (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation of the preceding clause (i), all reasonable fees and disbursements documented out-of-pocket costs and expenses of a single counsel for Agent in connection with the Agents creation, perfection and maintenance of Liens pursuant to the Financing Documents; (iii) the administration and enforcement of any rights and remedies without limitation of the Agents preceding clause (i), all reasonable and Lenders under the Credit Facilitydocumented out-of-pocket costs and expenses of Agent in connection with (A) protecting, storing, insuring, handling, maintaining or selling any Collateral, (B) any litigation, dispute, suit or proceeding relating to any Financing Document, and (bC) defendany workout, indemnify collection, bankruptcy, insolvency and hold harmless other enforcement proceedings under any and all of the Agents and LendersFinancing Documents; (iv) excluding, and their respective parentsfor the avoidance of doubt, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered expenses of Agent in connection with Agent’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder; and (v) all costs and expenses incurred by any such indemnitee Agent and Lenders in connection with any claimlitigation, investigationdispute, litigation suit or proceeding relating to any Financing Document and in connection with any workout, collection, bankruptcy, insolvency and other proceeding (enforcement proceedings under any and all Financing Documents, whether or not any Agent or Lender is Lenders are a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligations.

Expenses; Indemnity. The Borrower and each other Credit Party will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees fees, disbursements and disbursements other charges of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, enforcing any Obligations of, or collecting any payments due from, the Borrower or any Guarantor by reason of an Event of Default (including in connection with the enforcement of the Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with any Extension of Credit, this Agreement, any other Loan Document Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the Loanstransactions contemplated hereby or thereby, including or any action taken or omitted to be taken by the Administrative Agent under or in connection with any of the foregoing including, without limitation limitation, reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing result are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will agrees to (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent and the Arranger in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents Administrative Agent (with including the right allocated cost of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), internal counsel) and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent, the Arranger or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Administrative Agent (iiiincluding the allocated cost of internal counsel), (b) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent, the Arranger and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent, the Arranger and the Lenders under the Credit Facility, including, to the extent reasonable under the circumstances, consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent, the Arranger or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons (including the allocated cost of internal counsel), and (bd) defend, indemnify and hold harmless the Agents Administrative Agent, the Arranger and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, the Arranger or any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with this Agreement, 78 the AgreementCredit Facility, any other Loan Document Document, the Loans or the LoansNotes or as a result of the breach of any of the Credit Parties' obligations hereunder, including without limitation reasonable attorney's and fees (including the allocated cost of internal counsel), consultant's feesfees and settlement costs (but excluding any losses, except penalties, fines liabilities, settlements, damages, costs and expenses to the extent that any incurred by reason of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach Person to be indemnified (as finally determined by the Agents or the Lenders a court of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationscompetent jurisdiction)).

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, the Borrower or any Subsidiary Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Subsidiary Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, trustees and advisors, officers and directors (collectively, the "indemnitees")directors, from and against any obligations, losses, penalties, fines, liabilities, settlements, damages, actions, judgments, suits, disbursements, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the Loanstransactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all ------------------- reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Agent actually incurred in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent (b) pay all reasonable out-of-pocket expenses of the Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Agent, (b) pay all reasonable out-of-pocket expenses of the Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit Facility, including, without limitation, consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including including, without limitation limitation, reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay reasonably incurred all reasonable out-of-pocket expenses of the Agents Agent and the Lenders in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent, (b) pay all reasonable out-of-pocket expenses of the Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Agent and the Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Credit Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Credit Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent; (b) pay all out-of-pocket expenses of the Administrative Agent and (iii) the Lenders in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Credit Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Credit Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, enforcing any Obligations of, or collecting any payments due from, any Borrower or by reason of an Event of Default; consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto, and whether or not any such claim, investigation, litigation or other proceeding is brought or otherwise instituted by any Borrower or any third party) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document or any documents, reports or other information provided to the LoansAdministrative Agent or any Lender or contemplated by or referred herein or therein or the transactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach therefore as determined in a final and non-appealable judgment by the Agents or the Lenders a court of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationscompetent jurisdiction.

Expenses; Indemnity. The Borrower will (a) Each Loan Party agrees to pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by each of the Agents Agents, the Lead Arrangers and the Lenders in connection with: (i) with the preparation, execution and delivery preparation of this Agreement and each the other Loan DocumentDocuments (including, whenever in connection with the same satisfaction of any post-closing obligations set forth on Schedule 5.13 hereof) or by any of the Agents, the Lead Arrangers and the Lenders in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence), any Third Party Reviewer (other than Ducera Partners LLC in its capacity as a Third Party Reviewer) for the Lenders and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel to the Agents and the Lead Arrangers and one counsel to the Lenders, in each case, in each jurisdiction where Collateral is located or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions hereby contemplated shall be executed and deliveredconsummated), including without limitation all the reasonable and documented fees, out-of-pocket syndication and due diligence expenses and reasonable fees charges and disbursements of a single (x) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Agents (with the right of such counsel to engage such special or Administrative Agent and, if necessary, one local counsel as for the Agents reasonably deem necessary)Administrative Agent and the Lead Arrangers per jurisdiction, and (y) a single primary counsel for the Lenders, and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by any Agent, the preparation, execution and delivery Lead Arrangers or any Lender in connection with the enforcement or protection of any waiver, amendment or consent by the Agents or the Lenders relating to their rights in connection with this Agreement or any and the other Loan DocumentDocuments, in connection with the Loans made hereunder, including without limitation reasonable fees the fees, charges and disbursements of a single (x) counsel for the Agents Administrative Agent (including any special and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facilitylocal counsel), and (by) defenda single primary counsel for the Lenders. Notwithstanding the foregoing, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect be obligated to pay the Borrower's obligations under this Section 12.2 unless fees, charges and disbursements of any Third Party Reviewer solely in its capacity as such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense review of any calculation of Liquidity, which such actionfees, in which case such fees charges and expenses disbursements shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel obligation of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the ObligationsLenders.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all out-of-pocket expenses of the Administrative Agent and (iii) each Lender in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the LoansLoans or the transactions contemplated hereby, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, the Borrower or any Subsidiary Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Subsidiary Guaranty Agreement), consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document or any documents, reports or other information provided to the LoansAdministrative Agent or any Lender or contemplated by or referred herein or therein or the transactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's and consultant's feesfees and settlement costs, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Credit Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Credit Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent; (b) pay all out-of-pocket expenses of the Administrative Agent and (iii) the Lenders in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Credit Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Credit Document or the Loans, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will Borrowers will: (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders Administrative Agent relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent; (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders each Lender under the Credit FacilityAggregate Commitment, including without limitation consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and Lenders, any Lender and their respective its parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will will, within thirty (30) ------------------- days after demand, (a) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent, (b) pay all out-of-pocket expenses of the Agent and (iii) each Lender in connection with the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel (not to exceed $60,000) for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) at any time when a Default has occurred and is continuing (iiior at any time thereafter with respect to any of the following undertaken during the existence of a Default), pay all reasonable out-of-pocket expenses of the Administrative Agent (and of the Lenders, but only if such Default is an Event of Default) in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and (subject to the limitations set forth in the commitment letter dated as of March 23, 1998 from the Administrative Agent to the Borrower) reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any of the other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any of the other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2therefor. In addition, each indemnitee shall have the right to employ its own separate counsel Borrower will pay all out-of-pocket expenses of the Administrative Agent in connection with prosecuting or defending any claim in any such caseway arising out of, but related to, connected with, or enforcing any provision of, this Agreement or any of the other Loan Documents, which expenses shall include the fees and expenses disbursements of such counsel shall be at the expense and of such indemnitee unless the employment of such counsel shall have been authorized in writing experts and other consultants retained by the Borrower in connection with the defense of such action, in which case such fees Administrative Agent and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the ObligationsLenders.

Expenses; Indemnity. The Borrower will (a) pay all ------------------- reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) at any time when a Default has occurred and is continuing (iiior at any time thereafter with respect to any of the following undertaken during the existence of a Default), pay all reasonable out-of-pocket expenses of the Administrative Agent (and of the Lenders, but only if such Default is an Event of Default) in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Revolving Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will Borrowers will: (a) pay all ------------ reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders Administrative Agent relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent; (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders each Lender under the Credit FacilityAggregate Commitment, including without limitation consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and Lenders, any Lender and their respective its parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will Borrowers will: (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders Administrative Agent relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent; (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders each Lender under the Credit FacilityAggregate Commitment, including without limitation consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and Lenders, any Lender and their respective its parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreementtherefor. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower This Section 13.2 shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right apply with respect to participate in the contest of such Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligations.

Expenses; Indemnity. The Borrower Borrowers on a joint and ------------------- several basis will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-out- of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Revolving Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless each of the Agents and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the applicable Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Revolving Credit Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) the Lenders in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) Each Loan Party agrees to pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by each of the Agents Agents, the Lead Arranger and the Lenders in connection with: (i) with the preparation, execution and delivery preparation of this Agreement and each the other Loan DocumentDocuments, whenever or by any of the same Agents, the Lead Arranger and the Lenders in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence), and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions hereby contemplated shall be executed and deliveredconsummated), including without limitation all the reasonable and documented fees, out-of-pocket syndication and due diligence expenses and reasonable fees charges and disbursements of a single (x) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Agents Administrative Agent and the Lead Arranger, and, if necessary, one local counsel for the Administrative Agent and the Lead Arranger per jurisdiction, (y) a single primary counsel for the Lenders and, if necessary one local counsel for the Lenders per jurisdiction, and (z) a single financial advisor for the Lenders, and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by any Agent, the Lead Arranger or any Lender in connection with the right enforcement or protection of such their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made hereunder, including the fees, charges and disbursements of (x) counsel to engage such for the Administrative Agent (including any special or and local counsel as the Agents reasonably deem necessarycounsel), (iiy) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single primary counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facilityand, if necessary one local counsel per jurisdiction, and (bz) defend, indemnify and hold harmless a single financial advisor for the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, . This Section 10.05(a) shall not be applicable with respect to costs and expenses, suffered expenses incurred by any such indemnitee Lender in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the ObligationsRoll-Up Challenge.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, the Borrower or any Subsidiary Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Subsidiary Guaranty Agreement), consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document or any documents, reports or other information provided to the LoansAdministrative Agent or any Lender or contemplated by or referred herein or therein or the transactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's ’s and consultant's fees’s fees and settlement costs, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will jointly and severally (ai) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: with (ia) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents Agent and (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (iib) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent, (ii) pay all reasonable out-of-pocket expenses of the Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (biii) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, 13.4 settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees fees, disbursements and disbursements other charges of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative [Second Amendment – SCP Pool Corporation] 108 Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders, enforcing any Obligations of, or collecting any payments due from, the Borrowers or any Subsidiary Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any collateral or the enforcement of the Subsidiary Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, partners, employees, agents, officers officers, advisors and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the Loanstransactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing result (a) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of the party seeking indemnification therefor or (b) result from a claim brought by any Credit Party against an indemnitee for breach in bad faith of the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices Agreement or the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice other Loan Documents of the terms of party seeking indemnification if such proposed settlement or compromise reasonably Credit Party has obtained a final and nonappealable judgment in advance of settling or compromising its favor on such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights as determined by a court of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationscompetent jurisdiction.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents, (b) pay all reasonable out-of-pocket expenses of the Agents and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not the Agents or any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees fees, disbursements and disbursements other charges of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders, enforcing any Obligations of, or collecting any payments due from, the Borrowers or any Subsidiary Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any collateral or the enforcement of the Subsidiary Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, partners, employees, agents, officers officers, advisors and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the Loanstransactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing result (a) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of the party seeking indemnification therefor or (b) result from a claim brought by any Credit Party against an indemnitee for breach in bad faith of the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices Agreement or the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice other Loan Documents of the terms of party seeking indemnification if such proposed settlement or compromise reasonably Credit Party has obtained a final and nonappealable judgment in advance of settling or compromising its favor on such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights as determined by a court of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationscompetent jurisdiction.

Expenses; Indemnity. (r) The Borrower will (a) agrees to pay all reasonable out-of-pocket expenses incurred by any Agent in connection with entering into this Agreement or by the Paying Agent in connection with any amendments, modifications or waivers of the Agents provisions hereof, or incurred by any Agent or any Lender in connection with: (i) with the preparation, execution and delivery enforcement or protection of their rights in connection with this Agreement and each other Loan Document, whenever or in connection with the same shall be executed and deliveredLoans made hereunder, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and the reasonable fees and disbursements of a single counsel for the Agents or, in the case of enforcement or protection, counsel for the Lenders. The Borrower agrees to indemnify the Agent Parties, the Lenders, their respective Affiliates, and their respective directors, officers, employees and agents (with each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the right execution or delivery of such counsel to engage such special this Agreement or local counsel as any agreement or instrument contemplated thereby, the Agents reasonably deem necessary)performance by the parties thereto of their respective obligations thereunder or the consummation of the transactions contemplated thereby, (ii) the preparation, execution and delivery use of any waiver, amendment the proceeds of the Loans or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigationlitigation, litigation investigation or other proceeding (relating to any of the foregoing, whether or not any Agent or Lender Indemnitee is a party thereto) and the prosecution and defense thereof; provided that such indemnity shall not, arising out of the Agreementas to any Indemnitee, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except be available to the extent that any such losses, claims, damages, liabilities or related expenses are determined by a court of the foregoing result competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. The provisions of this Section 8.05 shall remain operative and in full force and effect regardless of the party seeking indemnification therefor or expiration of the breach by the Agents or the Lenders term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Agent Party or any Lender. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations All amounts due under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel 8.05 shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the payable on written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsdemand therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees fees, disbursements and disbursements other charges of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of the Administrative Agent on behalf of Lenders, enforcing any Obligations of, or collecting any payments due from, the Borrowers or any Subsidiary Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any collateral or the enforcement of the Subsidiary Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, partners, employees, agents, officers officers, advisors and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the Loanstransactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing result (i) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of the party seeking indemnification therefor or (ii) result from a claim brought by any Credit Party against an indemnitee for breach in bad faith of the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices Agreement or the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice other Loan Documents of the terms of party seeking indemnification if such proposed settlement or compromise reasonably Credit Party has obtained a final and nonappealable judgment in advance of settling or compromising its favor on such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights as determined by a court of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationscompetent jurisdiction.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Administrative Agent, (iiib) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bd) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding 62 (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsindemnified party.

Expenses; Indemnity. The Borrower will (a) shall pay all reasonable and documented legal fees and disbursements and other out-of-pocket expenses of incurred by the Agents Lender in connection with: (i) with the preparation, execution and delivery preparation of this Agreement and all ancillary documentation, the administration of the Loan, and enforcement of the Lender's rights and remedies under or in connection with this Agreement, and any other documentation or actions contemplated thereby. The Borrower agrees to indemnify and hold harmless the Lender and each of its directors, officers, employees, attorneys, advisors and affiliates (all such persons and entities being referred to hereafter as "Indemnified Persons") from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever (excluding indirect or consequential damages and claims for lost profits) which may be incurred by or asserted against or involve any Indemnified Person as a result of or arising out of or in any way related to or resulting from this Agreement and, upon demand, to pay and reimburse any Indemnified Person for any legal or other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee incurred in connection with investigating, defending or preparing to defend any claimsuch action, suit, proceeding (including, without limitation, any inquiry or investigation, litigation ) or other proceeding claim (whether or not any Agent or Lender Indemnified Person is a party thereto) and the prosecution and defense thereof, arising to any action or proceeding out of which any such expenses arise); provided, however, the AgreementBorrower shall not be obligated to indemnify pursuant to this paragraph any Indemnified Person against any loss, any other Loan Document claim, damage, expense or the Loans, including without limitation reasonable attorney's and consultant's fees, except liability to the extent that any of the foregoing result it resulted from the gross negligence or willful wilful misconduct of the party seeking indemnification therefor or the breach such Indemnified Person as finally determined by the Agents or the Lenders a court of this Agreementcompetent jurisdiction. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations The indemnities granted under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default Agreement shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise survive any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice termination of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence theretoLoan. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights Dated as of the Agents and Lenders hereunder and in defending against any claim29th day of October, demand, action or cause of action covered by this Section 12.22019 SENTIENT EXECUTIVE XX XX LIMITED FOR SENTIENT GLOBAL RESOURCES FUND IV LP By: /s/ Xxxx Xxxxxxx Authorized Signing Officer BRAZIL POTASH CORP. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligations.By: /s/Xxxxxxx Xxxxxxx Authorized Signing Officer

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Agent and the Lenders in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with Agent and counsel for the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Lenders, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent and counsel for the Lenders, and (iii) the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's attorneys’ and consultant's consultants’ fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and 77 hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Administrative Agent, (iiib) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bd) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the 51 <PAGE> 52Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Revolving Credit Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreementany indemnified party. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligations.SECTION 14.3

Expenses; Indemnity. The Each party to this Agreement agrees to pay all its own fees and expenses in connection with the Loan Documents and any amendment, modification or waiver of the terms thereof; provided, however, that the Parent Borrower will agrees to (a) pay all reasonable and documented out-of-pocket expenses of each Agent and the Agents Arrangers in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable and documented out-of-pocket syndication (including, without limitation, all CUSIP fees for registration with the Standard & Poor’s CUSIP Service Bureau) and due diligence expenses and reasonable and documented fees and disbursements of one counsel representing the Administrative Agent and a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), in any applicable foreign jurisdiction) and (ii) where applicable, the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent, the Arrangers, the Issuing Lenders, the Swingline Lender or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable and documented fees and disbursements of a single counsel for representing the Agents Administrative Agent and the Lenders, (iiib) pay all reasonable and documented out-of-pocket expenses of the administration Administrative Agent, the Arrangers, each Issuing Lender, each Swingline Lender and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent, the Arrangers, the Issuing Lenders, the Swingline Lender and the Lenders under the Credit FacilityFacilities, including, to the extent reasonable under the circumstances, consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent, the Arrangers, any Issuing Lender, any Swingline Lender or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons and (c) pay any civil 134 93782947_8 penalty or fine assessed by OFAC against, and all reasonable and documented costs and out-of-pocket expenses (bincluding counsel fees and disbursements) defendincurred in connection with defense thereof by, indemnify the Administrative Agent or any Lender as a result of conduct of any Credit Party that violates a Sanction enforced by OFAC. The Parent Borrower hereby indemnifies, exonerates and hold harmless holds the Agents Administrative Agent, the Arrangers, the Issuing Lenders, the Swingline Lender and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers each Related Party of any of the foregoing (each an “Indemnitee”) free and directors (collectively, the "indemnitees"), harmless from and against any and all losses, penalties, fines, liabilities, settlements, damages, costs and expensesexpenses (including, suffered without limitation, reasonable attorneys’ fees and disbursements, reasonable consultants’ fees and settlement costs) (collectively, the “Indemnified Liabilities”) incurred by any such indemnitee Indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender such Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the AgreementCredit Facilities, the Loans, the Letters of Credit, this Agreement or any other Loan Document or as a result of the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that breach of any of the foregoing result Credit Parties’ obligations hereunder or arising from the use by others of Information or other materials obtained through internet, SyndTrak or other similar transmission systems in connection with the Credit Facilities, except for any such Indemnified Liabilities arising for the account of a particular Indemnitee by reason of such Indemnitee’s gross negligence or willful misconduct as determined by a final and nonappealable decision of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Parent Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the party seeking indemnification therefor or Indemnified Liabilities which is permissible under Applicable Law. The parties hereto acknowledge and agree that, in the breach by the Agents or the Lenders case of this Agreement. If any claim, demandlitigation, action investigation or cause of action is asserted against any indemniteeother proceeding to which the indemnity in this Section 13.2 applies, such indemnitee indemnity shall promptly notify be effective whether or not such investigation, litigation or proceeding is brought by a third party, the Borrower, but the failure to so promptly notify the Parent Borrower or any other Credit Party. This Section 13.2 shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right apply with respect to participate in the contest of such Taxes other than any Taxes that represent losses, claims, damages or related liabilities or expenses arising from any non-Tax claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligations.

Expenses; Indemnity. The Borrower will (a) agrees promptly to pay all reasonable and documented out-of-pocket expenses incurred by the Lenders in connection with the administration, enforcement of, or collection under this Agreement and any amendments, modifications or waivers of the Agents provisions hereof, including the reasonable fees, charges and disbursements of counsel. The Borrower agrees to indemnify (promptly on demand) each Lender and each Affiliate of any Lender, and each of its or their respective partners, trustees, shareholders, officers, directors, employees, advisors, representatives, agents, attorneys, controlling persons or members (collectively, the “Indemnitees”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in connection any way connected with: , or as a result of (i) the preparation, execution and or delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements performance by the parties hereto of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)their respective obligations hereunder, (ii) the preparation, execution and delivery use of any waiver, amendment the proceeds of the Term Loan or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies claim, action, suit, inquiry, litigation, investigation or other proceeding relating to any of the Agents foregoing, whether or not any Indemnitee is a party thereto and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors regardless of whether such matter is initiated by a third party or by Borrower (collectively, the "indemnitees"“Indemnified Liabilities”); provided, from and against that the Borrower shall not have any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by obligation to any such indemnitee in connection Indemnitee hereunder with respect to any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except Indemnified Liabilities to the extent that any of the foregoing result such Indemnified Liabilities (a) arise from (i) the gross negligence or willful misconduct of such Indemnitee or any of such Indemnitee’s Affiliates or any of its or their respective partners, trustees, shareholders, officers, directors, employees, advisors, representatives, agents, attorneys, controlling persons or members or (ii) a material breach of such Indemnitee’s (or any of its Affiliates, partners, trustees, shareholders, officers, directors, employees, advisors, representatives, agents, attorneys, controlling persons and members) obligations under the Loan Documents, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (b) arise out of any dispute among Indemnitees that did not involve actions or omissions of the Borrower or its Affiliates (other than Indemnitees) or (c) arise in connection with any settlement entered into by such Indemnitee without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Borrower (provided, however, that the foregoing indemnity will apply to any such settlement in the event the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume the defense). Neither any Lender nor the Borrower shall be responsible or liable to any other party seeking indemnification therefor hereunder or the breach by the Agents any other person or the Lenders entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under ; provided that this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee sentence shall in good faith contest no event limit the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability obligations of the Borrower pursuant to any indemnitee under this Section 12.2 22. The provisions of this Section 22 shall survive remain operative and in full force and effect regardless of the expiration or termination of the term of this Agreement and Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the ObligationsObligations or the invalidity or unenforceability of any term or provision of this Agreement.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of the Agents electronic or internet distribution of any information hereunder) of each Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), each Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents each Agent, (b) pay all reasonable out-of-pocket expenses of each Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit FacilityFacility (including, without limitation, reasonable fees and disbursements of counsel for each Agent and each Lender), including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Loan Document, enforcing any Obligations of, or collecting any payments due from, the Borrowers or any Material Subsidiary by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any collateral or the enforcement of the Domestic Borrower Guaranty Agreement or the Subsidiary Guaranty Agreement), consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of any Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document Document, or any documents, reports or other information provided to any Agent or any Lender or contemplated by or referred to herein or therein or the Loanstransactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result is determined in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses of incurred by the Agents Agents, the Joint Lead Arrangers and their respective Affiliates in connection with: (i) with the preparation, execution and delivery preparation of this Agreement and each the other Loan DocumentDocuments, whenever or by the same Agents, the Joint Lead Arrangers and their respective Affiliates in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions hereby contemplated shall be executed consummated) or incurred by the Agents, the Joint Lead Arrangers and deliveredtheir respective Affiliates or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees fees, charges and disbursements of a single counsel for the Agents (with the right of such counsel to engage such Xxxxxx & Xxxxxxx LLP, special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single New York counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit FacilityJoint Lead Arrangers, and (b) defendand, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claimsuch enforcement or protection, investigationthe reasonable fees, litigation charges and disbursements of any other counsel (including the reasonable and documented allocated costs of internal counsel for the Agents, the Joint Lead Arrangers, any Issuing Bank or other proceeding (whether or not any Agent or Lender is a party thereto) Lender); provided that, absent any conflict of interest, the Agents and the prosecution and defense thereof, arising out of Joint Lead Arrangers shall not be entitled to indemnification for the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any charges or disbursements of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ more than one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsjurisdiction.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution execution, negotiation and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under this Agreement, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the Credit Facilitynature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, settlements damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and an consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Lender in connection with: (ia) the preparation, execution and delivery of this Agreement or any of the other Loan Documents, and each other the administration, interpretation or amendment of any Loan Document, whenever including fees and disbursements of counsel for Lender, search fees, recording fees, and taxes imposed in connection therewith and (b) upon the same shall be executed occurrence and deliveredcontinuance of an Event of Default, consulting with one or more Persons, including without limitation all reasonable out-of-pocket syndication appraisers, accountants and due diligence attorneys, concerning or related to the nature, scope or value of any right or remedy of Lender hereunder or under any of the other Loan Documents or any factual matters in connection therewith, which expenses and shall include the reasonable fees and disbursements of a single counsel for the Agents such Persons, and (with the right of such counsel to engage such special c) prosecuting or local counsel as the Agents reasonably deem necessary)defending any claim in any way arising out of, (ii) the preparationrelated to, execution and delivery of connected with, or enforcing any waiverprovision of, amendment or consent by the Agents or the Lenders relating to this Agreement or any of the other Loan DocumentDocuments, including without limitation reasonable which expenses shall include the fees and disbursements of a single counsel for the Agents and (iii) the administration of experts and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) other consultants retained by Lender. Borrower shall defend, indemnify and hold harmless the Agents and LendersLender, and their its respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any of the other Loan Document Documents or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) To the extent there is sufficient Property Revenue to pay, and Borrower receives such Property Revenue and is legally permitted to pay such amounts to Lender, Borrower shall pay or, if Borrower fails to pay, reimburse Lender upon receipt of notice from Lender, for all reasonable out-of-pocket costs and expenses of the Agents (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with: with (i) Borrower’s ongoing performance of and compliance with Borrower’s agreements and covenants contained in the preparationLoan Documents on its part to be performed or complied with after the Closing Date, execution including, without limitation, confirming compliance with environmental and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), insurance requirements; (ii) Lender’s ongoing performance of and compliance with all agreements and covenants contained in the preparation, execution and delivery of any waiver, amendment Loan Documents on its part to be performed or consent by complied with after the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Closing Date; (iii) the negotiation, preparation, execution, delivery and administration and enforcement of any rights consents, amendments, waivers or other modifications to the Loan Documents and remedies of the Agents and Lenders under the Credit Facility, any other documents or matters requested by Borrower or any Guarantor; and (biv) defend, indemnify the filing and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs recording fees and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) title insurance and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary for providing to resolve that conflict chosen by such indemnitee Lender all required legal opinions, and reasonably satisfactory other similar expenses incurred, in creating and perfecting the Liens in favor of Lender pursuant to the Loan Documents; provided, however, that Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheldliable for the payment of any such costs and expenses (1) shall be borne to the extent the same arise by the Borrower. Any obligation or liability reason of the Borrower gross negligence, illegal acts, fraud or willful misconduct of Lender, as determined by a final non-appealable judgment of a court of competent jurisdiction, or (2) to any indemnitee under this Section 12.2 shall survive the expiration extent that Manager is required to pay such costs or termination of this Agreement and expenses pursuant to the repayment of the ObligationsManagement Agreement.

Expenses; Indemnity. The Borrower Borrowers will (a) pay reasonably incurred all reasonable out-of-pocket expenses of the Agents Agent and the Lenders in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent, (b) pay all reasonable out-of-pocket expenses of the Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Agent and the Lenders under the Credit FacilityLoan, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the LoansLoan, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Credit Parties will (a) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Agent and (iii) the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Parent Borrower will agrees to pay (aand , to the extent directly attributable to Revolving Loans made to any Foreign Subsidiary Borrower hereunder, such Foreign Subsidiary Borrower shall, jointly and severally with the Parent Borrower, agree to pay) pay (i) all reasonable out-of-pocket expenses (but limited, as to legal fees and expenses, to those of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents and the Arrangers taken as a whole, and, if reasonably necessary, of one local counsel in any material jurisdiction) incurred by the Arrangers and the Agents, in connection with the syndication of the Agents in connection with: (i) Credit Facilities and the preparation, execution preparation and delivery administration of this Agreement and each the other Loan DocumentDocuments or in connection with any amendments, whenever modifications or waivers of the same provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be executed consummated) and delivered, including without limitation (ii) all reasonable out-of-pocket syndication and due diligence expenses and reasonable (but limited, as to legal fees and disbursements of a single expenses, to one counsel for all such Persons taken as a whole, and, if reasonably necessary, of one local counsel to all such Persons taken as a whole in any material jurisdiction) incurred by the Agents (Agents, any Issuing Bank, the Swingline Lender or any Lender in connection with the right enforcement or protection of its rights or remedies in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder. The relevant Borrower agrees to indemnify each Arranger, the Administrative Agent, the Collateral Agent, each Lender, each Issuing Bank, the Swingline Lender and each of the foregoing Persons’ Affiliates and the respective directors, officers, employees and agents of such Person and such Person’s Affiliates and their successors and assigns (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all costs, expenses (including reasonable fees, out-of-pocket disbursements and other charges of one counsel to engage such special or the Indemnitees, taken as a whole, and one local counsel to the Indemnitees taken as the Agents a whole in each material jurisdiction; provided that if (i) one or more Indemnitees shall have reasonably deem necessary), concluded that there may be legal defenses available to it that are different from or in addition to those available to one or more other Indemnitees or (ii) the preparationrepresentation of the Indemnitees (or any portion thereof) by the same counsel would be inappropriate due to actual or potential differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such Indemnitees, taken as a whole, in each relevant jurisdiction), and liabilities of such Indemnitee arising out of or in connection with (w) the execution and or delivery of this Agreement or any waiverother Loan Document or any agreement or instrument contemplated thereby, amendment or consent the performance by the Agents parties thereto of their respective obligations thereunder or the Lenders consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (x) the use of the proceeds of the Loans or issuance of Letters of Credit, (y) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowers, any other Loan Party or any of their respective Affiliates), or (z) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by Holdings, the Borrowers or any of the subsidiaries, or any liability under Environmental Laws related in any way to Holdings, the Borrowers or the subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such costs, expenses or liabilities (x) resulted from the gross negligence, bad faith, fraud or willful misconduct of such Indemnitee (or its Affiliates and the respective directors, officers, employees and agents of such Indemnitee and such Indemnitee’s Affiliates) (each, a “related party” of such Indemnitee) or material breach of its (or any of its related parties’) obligations hereunder or under any of the other Loan Documents or in connection with any transaction contemplated hereby or thereby, (y) relate to the presence or Release of Hazardous Materials that first occur at any property owned by Holdings or the Borrowers after such property is transferred to any Indemnitee, any of its related parties or any of their respective successors or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer or (z) resulted from any dispute solely among Indemnitees and (or their related parties) not involving the Borrowers, the Sponsor or their respective Affiliates. The Parent Borrower shall have no obligation to reimburse any Indemnitee for fees and expenses unless such Indemnitee provides the Parent Borrower with an undertaking in which such Indemnitee agrees to refund and return any and all amounts paid by the Parent Borrower to such Indemnitee to the extent any of the foregoing items in clauses (x) through (z) occurs. Notwithstanding the foregoing, this Section 9.05 shall not apply to Tax matters, which shall be governed exclusively by Section 2.20. To the extent that any Borrower fails to pay any amount required to be paid by it to the Arrangers, the Administrative Agent or any other Indemnitee related thereto under paragraph (a) or (b) of this Section (and without limiting its obligation to do so), each Lender severally agrees to pay to the Arrangers, such Indemnitee and the Administrative Agent, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Arrangers, the Agents, the Issuing Banks, the Swingline Lender or such Indemnitee in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim from (i) the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct, bad faith, fraud or gross negligence of such party of any of its Affiliates or the respective directors, officers, employees and agents of such party and such party’s Affiliates and (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. The provisions of this Section 9.05 shall survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of or any rights and remedies investigation made by or on behalf of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectivelyAdministrative Agent, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the AgreementCollateral Agent, any other Loan Document Lender or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this AgreementIssuing Banks. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations All amounts due under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel 9.05 shall be at the expense payable within 30 days after receipt of an invoice relating thereto setting forth such indemnitee unless the employment of such counsel shall have been authorized amounts in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsdetail.

Expenses; Indemnity. The Borrower will shall pay (ai) pay all reasonable out-of-pocket expenses of the Agents Lender in connection with: (i) with the preparation, execution and delivery enforcement of this Agreement Agreement, any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder and each other Loan Document(ii) if an Event of Default occurs, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and incurred by Lender, including (without duplication) the reasonable fees and disbursements of a single outside counsel for in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. Without limitation of the Agents foregoing, Borrower agrees to indemnify Lender, its affiliates and the respective directors, officers, agents and employees of the foregoing (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, (ii) the preparationlosses, execution damages, costs and delivery reasonable expenses of any waiverkind, amendment or consent by including, without limitation, the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facilitysettlement costs, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered which may be incurred by any such indemnitee Indemnitee in connection with any claiminvestigative, investigation, litigation administrative or other judicial proceeding (whether or not any Agent or Lender is such Indemnitee shall be designated a party thereto) and the prosecution and defense thereof, brought or threatened relating to or arising out of the Agreement, this Agreement or any other Loan Document actual or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any proposed use of proceeds of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as Loan made hereunder; provided that no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee Indemnitee shall have the right to employ its be indemnified hereunder for such Indemnitee’s own separate counsel in any such case, but the gross negligence or willful misconduct. Borrower shall also pay all reasonable attorneys’ fees and expenses of such counsel shall be at costs and court costs incurred by Lender in enforcing the expense of such indemnitee unless indemnification provided for in this Section. Notwithstanding the employment of such counsel shall have been authorized in writing by the foregoing, Borrower in connection with the defense of such action, in which case such fees expressly agrees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) acknowledges that the representation by one counsel right of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary indemnification granted herein to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel Lender shall not be unreasonably delayed or withheld) shall deemed to be borne by the Borrower. Any obligation or liability exclusive remedy available to Lender for any of the Borrower to any indemnitee under matters described in this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the ObligationsSection.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, enforcing any Obligations of, or collecting any payments due from, any Borrower or by reason of an Event of Default; consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto, and whether or not any such claim, investigation, litigation or other proceeding is brought or otherwise instituted by any Borrower or any third party) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document or any documents, reports or other information provided to the LoansAdministrative Agent or any Lender or contemplated by or referred herein or therein or the transactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach therefore as determined in a final and non-appealable judgment by the Agents or the Lenders a court of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationscompetent jurisdiction.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agents, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agents, and (iii) after the administration and occurrence of an Event of Default, enforcement of any rights and remedies of the Agents and Lenders under this Agreement and the Credit Facilityother Loan Documents, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agents or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (b) defend, indemnify and hold harmless the Agents and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not the Agents or any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the LoansCredit Facility, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) Without limitation of any obligation of Mortgagor set forth in the Loan Agreement, Mortgagor shall pay when due and payable, and otherwise on demand made by Lender, all reasonable out-of-pocket loan fees, appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract fees, title insurance fees, escrow fees, attorneys' fees, court costs, documentary and expert evidence, fees of inspecting architects and engineers, and all other costs and expenses of the Agents every character which have been incurred or which may hereafter be incurred by Lender in connection with: (i) with the Loans, including the preparation, execution execution, delivery and delivery performance of this Agreement Mortgage. If Mortgagor fails to pay said costs and each expenses as above provided, Lender may elect but shall not be obligated, to pay the costs and expenses described in this Section 1. 16, and if Lender does so elect, then Mortgagor will, upon demand by Lender, reimburse Lender for all such expenses which have been or shall be paid or incurred by it. The amounts paid by Lender shall bear interest at the Default Rate and such amounts, together with interest, shall be added to Borrowers' Liabilities, shall be immediately due and payable and shall be secured by the lien of this Mortgage and the other Loan DocumentInstruments. To the extent permitted by law, whenever in the same event of foreclosure hereof, Lender shall be executed and delivered, including without limitation all entitled to add to the indebtedness found to be due by the court a reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right estimate of such counsel expenses to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies be incurred after entry of the Agents decree of foreclosure. To the extent permitted by law, Mortgagor agrees to hold harmless Lender against and Lenders under the Credit Facilityfrom, and (b) defendreimburse it for, indemnify and hold harmless the Agents and Lendersall claims, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, finesdemands, liabilities, settlementslosses, damages, judgments, penalties, costs and expenses, suffered including without limitation attorneys' fees, which may be imposed upon, asserted against, or incurred or paid by any such indemnitee it by reason of or in connection with any claimbodily injury or death or property damage occurring in or upon or in the vicinity of the Mortgaged Property through any cause whatsoever, investigationor asserted against it on account of any act performed or omitted to be performed hereunder, litigation or other proceeding (whether or not on account of any Agent or Lender is a party thereto) and the prosecution and defense thereof, transaction arising out of or in any way connected with the AgreementMortgaged Property, any this Mortgage, the other Loan Document or the LoansInstruments, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from *indebtedness evidenced by the gross negligence or willful misconduct of the party seeking indemnification therefor Guaranty or the breach by the Agents Loan Agreement or the Lenders any of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the ObligationsBorrowers' Liabilities.

Expenses; Indemnity. The Each party to this Agreement agrees to pay all its own fees and expenses in connection with the Loan Documents and any amendment, modification or waiver of the terms thereof; provided, however, that the Parent Borrower will agrees to (a) pay all reasonable out-of-pocket expenses of each Agent and the Agents Arrangers in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication (including, without limitation, all CUSIP fees for registration with the CUSIP Bureau) and due diligence expenses and reasonable fees and disbursements of a single one counsel for representing the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) where applicable, the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agents, the Arrangers, the Issuing Lenders or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for representing the Agents and the Lenders, and (iiib) pay all reasonable out-of-pocket expenses of the administration Agents, the Arrangers, each Issuing Lender and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Agents, the Arrangers, the Issuing Lenders and the Lenders under the Credit FacilityFacilities, including, to the extent reasonable under the circumstances, consulting with accountants, attorneys and (b) defendother Persons concerning the nature, indemnify scope or value of any right or remedy of the Agents, the Arrangers, any Issuing Lender or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and hold harmless disbursements of such Persons. The Parent Borrower hereby indemnifies, exonerates and holds the Agents Agents, the Arrangers, the Issuing Lenders and the Lenders, and each of their respective parents, Subsidiaries, Affiliates, employeesofficers, agentsdirectors, officers employees and directors agents (collectively, the "indemnitees"), each an “Indemnitee”) free and harmless from and against any and all losses, penalties, fines, liabilities, settlements, damages, costs and expensesexpenses (including, suffered without limitation, reasonable attorneys’ fees and disbursements, reasonable consultants’ fees and settlement costs) (collectively, the “Indemnified Liabilities”) incurred by any such indemnitee Indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not the Agents, the Arrangers, any Agent Issuing Lender or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the AgreementCredit Facilities, the Loans, the Letters of Credit, this Agreement or any other Loan Document or as a result of the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that breach of any of the foregoing result Credit Parties’ obligations hereunder or arising from the use by others of Information or other materials obtained through internet, SyndTrak or other similar transmission systems in connection with the Credit Facilities, except for any such Indemnified Liabilities arising for the account of a particular Indemnitee by reason of the relevant Indemnitee’s gross negligence or willful misconduct as determined by a final and nonappealable decision of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Parent Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the party seeking indemnification therefor or Indemnified Liabilities which is permissible under applicable law. The parties hereto acknowledge and agree that, in the breach by the Agents or the Lenders case of this Agreement. If any claim, demandlitigation, action investigation or cause of action is asserted against any indemniteeother proceeding to which the indemnity in this Section 13.2 applies, such indemnitee indemnity shall promptly notify the Borrowerbe effective whether or not such investigation, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim litigation or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered is brought by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counselthird party, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Parent Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsother Credit Party.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, enforcing any Obligations of, or collecting any payments due from, any Borrower or by reason of an Event of Default; consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document or any documents, reports or other information provided to the LoansAdministrative Agent or any Lender or contemplated by or referred herein or therein or the transactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expensesexpenses (including, without limitation, reasonable attorney's and consultant's fees), suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document or any documents, reports or other information provided to the Loans, including without limitation reasonable attorney's and consultant's feesAdministrative Agent or any Lender or contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) Except with respect to Indemnified Taxes, Other Taxes and Excluded Taxes, which shall be governed exclusively by Section 2.8, Borrower hereby agrees to promptly pay (i) all reasonable and documented fees, costs and expenses of Agent and the Lenders, including, without limitation, the fees, 112 reasonable and documented costs and expenses of counsel to, and consultants retained by Agent or the Lenders (but limited, in the case of legal fees and expenses, to the reasonable, documented and out-of-pocket fees, costs and expenses of one (1) primary external counsel to the Agents Agent and one (1) primary external counsel to the Lenders collectively (and, to the extent reasonably necessary, one (1) local external counsel to such Persons collectively in each relevant jurisdiction, one (1) regulatory counsel, and, in the case of an actual or perceived conflict of interest, one (1) additional counsel)), in connection with: (i) with the preparationexamination, execution and delivery of this Agreement and each other Loan Documentreview, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses investigation, documentation, negotiation, closing and reasonable fees and disbursements syndication of a single counsel for the Agents (transactions contemplated by the Financing Documents, in connection with the right performance by Agent or the Lenders of such counsel their rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (A) any amendments, modifications, consents and waivers to engage such special and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or local counsel as at the Agents reasonably deem necessaryrequest of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons), ; (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation of the preceding clause (i), all reasonable fees and disbursements documented costs and expenses of a single counsel for Agent in connection with (A) the Agents creation, perfection and maintenance of Liens pursuant to the Financing Documents and (B) protecting, storing, insuring, handling, maintaining or selling any Collateral; (iii) without limitation of the administration preceding clause (i), all documented costs and enforcement expenses of Agent in connection with (A) any litigation, dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against the Agent in its capacity or in fulfilling its role as Agent hereunder) to the extent such disputes do not arise from any act or omission of any rights and remedies Credit Party or of the Agents and Lenders under the any Affiliate of a Credit FacilityParty, and (bB) defendany workout, indemnify collection, bankruptcy, insolvency and hold harmless other enforcement proceedings (including the Agents indemnity set forth in Section 13.14(b)) under any and all of the Financing Documents; and (iv) without limitation of the preceding clause (i), all documented costs and expenses incurred by Xxxxxxx, including, without limitation, the fees, reasonable and documented costs and expenses of counsel to, and independent consultants retained by Agent or the Lenders, in connection with (x) any litigation, dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against the Agent in its capacity or in fulfilling its role as Agent) to the extent such disputes do not arise from any act or omission of any Credit Party or of any Affiliate of a Credit Party, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee y) in connection with any claimworkout, investigationcollection, litigation or bankruptcy, insolvency and other proceeding (enforcement proceedings under any and all Financing Documents, whether or not any Agent or Lender is Lenders are a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligations.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) at any time after a Default has occurred and is continuing (iii) or at any time thereafter with respect to any of the following undertaken during the existence of a Default), pay all reasonable out-of-pocket expenses of the Administrative Agent and, if such Default is an Event of Default, each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Upon demand, the Pledgor will (a) pay to the Lender the amount of any and all reasonable out-of-pocket expenses of which the Agents Lender may incur in connection with: with (i) the preparation, execution registration, delivery and delivery administration of this Agreement and each other Loan Document(including, whenever the same shall be executed and deliveredwithout limitation, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable attorney's fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessaryexpenses, expert and agents' fees, and brokerage fees and commissions), (ii) the preparationcustody or preservation of, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement sale of, collection of, or other realization upon, any other Loan Documentof the Collateral, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and exercise or enforcement of any rights and remedies of the Agents and Lenders rights of the Lender under this Agreement or (iv) the Credit Facility, and (b) defend, failure by the Pledgor to perform or observe any of its agreements or obligations under this Agreement. The Pledgor agrees to indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), Lender from and against any and all claims, demands, losses, judgments and liabilities (including liabilities for penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by ) of any such indemnitee in connection with any claim, investigation, litigation kind or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereofnature, arising out of or resulting from this Agreement or the exercise by the Lender of any rights, or remedies granted to it under this Agreement, but excluding any other Loan Document such claims, demands, losses, judgments or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any liabilities arising out of the foregoing result or resulting from the gross negligence or willful misconduct of the party seeking indemnification therefor Lender. In no event shall the Lender be liable, in the absence of gross negligence or willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for moneys actually received by it in accordance with the breach by the Agents or the Lenders terms of this Agreement. If any claim, demand, action or cause and to the extent that the obligations of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations Pledgor under this Section 12.2 unless such failure materially prejudices 12 are unenforceable for any reason, the Borrower's right Pledgor agrees to participate in make the contest maximum contribution permitted by applicable law to the payment and satisfaction of such claimobligations. The Pledgor (i) shall be solely responsible for the payment of, demandand shall promptly pay and discharge, action all taxes, assessments and other governmental charges or cause of actionlevies imposed upon the Collateral or upon the income from the Collateral, as hereinafter provided. If requested (ii) shall file in a timely manner all tax returns and reports required to be filed in connection therewith and (iii) shall indemnify and hold the Lender harmless from and against all such taxes, assessments and other governmental charges or levies (including interest and penalties) and all costs and expenses incurred by the Borrower Lender in writingconnection therewith. No Implied Waivers: Rights Cumulative. No course of dealing between the Pledgor and the Lender, and so long no delay on the part of the Lender in exercising any right, remedy, power or privilege hereunder or provided at law or in equity or otherwise, shall impair, prejudice or constitute a waiver of any such right, remedy, power or privilege or be construed as no a waiver of any Default or Event of Default or as an acquiescence therein. No right, remedy, power or privilege conferred on or reserved to the hereunder or otherwise is intended to be exclusive of any other right, remedy, power or privilege. Each and every right, remedy, power or privilege conferred on or reserved to the Lender hereunder or otherwise shall have occurred be cumulative and in addition to each and every other right, remedy, power or privilege so conferred on or reserved to the Lender and may be continuing, exercised at such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action time or cause of action and shall permit the Borrower to participate times or in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which order and manner as the Borrower may be liable for payment of indemnity hereunder Lender shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably deem appropriate in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsdiscretion.

Expenses; Indemnity. The Borrower Borrowers on a joint and several basis will (a) pay all reasonable out-of-pocket expenses of the Agents in connection with: (i) of the Administrative Agent and the Lenders in connection with the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) of the Administrative Agent in connection with the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) Borrower agrees to pay all reasonable out-of-pocket expenses of the Agents incurred by Lender and its Affiliates in connection with: (i) with the preparation, execution and delivery preparation of this Agreement and each the other Loan DocumentDocuments and the syndication of the facilities provided for herein or in connection with any amendments, whenever modifications or waivers of the same provisions hereof or thereof (whether or not the transactions hereby contemplated shall be executed consummated) or incurred by the Lender in connection with the enforcement or protection of their rights (as such rights may relate to any Borrower or any Subsidiary) in connection with this Agreement and deliveredthe other Loan Documents or in connection with the Loan made or the Notes issued hereunder, including without limitation all reasonable outcounsel for Lender, including the allocated costs of in-of-pocket syndication house counsel. the Borrower will relieve Borrower from any liability which Borrower may have hereunder only if, and due diligence expenses to the extent that such failure results in the forfeiture by Borrower of substantial rights and defenses, and shall not in any event relieve Borrower from any other obligation or liability that Borrower may have to any Indemnitee otherwise than under this Agreement. If Borrower so elects or is requested by such Indemnitee, Borrower shall assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnitee and the payment of the reasonable fees and disbursements of a single such counsel. In the event, however, such Indemnitee reasonably determines in its judgment that having common counsel for the Agents (with the right of would present such counsel with a conflict of interest or if the defendant in, or targets of, any such action or proceeding include both the Indemnitee and Borrower, and such Indemnitee reasonably concludes that there may be legal defenses available to engage it or other Indemnitees that are different from or in addition to those available to Borrower or if Borrower fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to such special Indemnitee, in either case in a timely manner, then the Indemnitee may employ separate counsel to represent or local counsel as defend it in any such action or proceeding and Borrower shall pay the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for such counsel. In any action or proceeding the Agents and (iii) the administration and enforcement defense of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectivelywhich Borrower assumes, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee Indemnitee shall have the right to employ participate in such litigation and to retain its own separate counsel at the Indemnitee's own expense. Borrower further agrees that it shall not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not an Indemnitee is an actual or potential party to such caseclaim, but the fees and expenses action, suit or proceeding) unless such settlement, compromise or consent includes (i) an unconditional release of each Indemnitee hereunder from all liability arising out of such counsel shall be at claim, action, suit or proceeding or (ii) a covenant not to sue xxxh Indemnitee, or another similar alternative which is consented to by each Indemnitee party to such claim, action, suit or proceeding, which covenant not to sue xx other approved alternative has the expense effect of an unconditional release of each Indemnitee hereunder from all liability arising out of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such claim, action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed suit or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationsproceeding.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Agent actually incurred in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders Agent relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent and (iii) the administration and enforcement of any rights and remedies of the Agents Agent hereunder and Lenders under the Credit FacilityLoan Documents, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents and LendersAgent, and their respective its parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or the Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's attorneys' and consultant's consultants' fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent in connection with the administration of the Credit Facility, (c) pay all reasonable out of pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bd) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) Except with respect to Taxes (Indemnified Taxes, Other Taxes and Excluded Taxes), which shall be governed exclusively by Section 2.8, Borrowers hereby agree to promptly following a written demand therefor pay (i) all reasonable and documented out-of-pocket costs and expenses of Agent (but limited, in the Agents in connection with: (i) case of legal fees and expenses, to the preparationreasonable, execution documented and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable 108 out-of-pocket syndication fees, costs and expenses of one (1) primary external counsel to the Agent and the Lenders collectively (and, to the extent reasonably necessary, one (1) local external counsel to such Persons collectively in each relevant jurisdiction, one (1) regulatory counsel, and in the case of an actual or perceived conflict of interest)) retained by Agent) in connection with the examination, review, due diligence expenses investigation, documentation, negotiation and reasonable fees and disbursements closing of a single counsel for the Agents (transactions contemplated by the Financing Documents, in connection with the right performance by Agent of such counsel its rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (A) any amendments, modifications, consents and waivers to engage such special and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or local counsel as at the Agents reasonably deem necessaryrequest of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons), ; (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation of the preceding clause (i), all reasonable fees and disbursements documented out-of-pocket costs and expenses of a single counsel for Agent in connection with the Agents creation, perfection and maintenance of Liens pursuant to the Financing Documents; (iii) the administration and enforcement of any rights and remedies without limitation of the Agents preceding clause (i), all reasonable and Lenders under the Credit Facilitydocumented out-of-pocket costs and expenses of Agent in connection with (A) protecting, storing, insuring, handling, maintaining or selling any Collateral, (B) any litigation, dispute, suit or proceeding relating to any Financing Document, and (bC) defendany workout, indemnify collection, bankruptcy, insolvency and hold harmless other enforcement proceedings under any and all of the Agents and LendersFinancing Documents; (iv) excluding, and their respective parentsfor the avoidance of doubt, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered expenses of Agent in connection with Agent’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder; and (v) all costs and expenses incurred by any such indemnitee Agent and Lenders in connection with any claimlitigation, investigationdispute, litigation suit or proceeding relating to any Financing Document and in connection with any workout, collection, bankruptcy, insolvency and other proceeding (enforcement proceedings under any and all Financing Documents, whether or not any Agent or Lender is Lenders are a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligations.

Expenses; Indemnity. The (a)The Borrower will (a) shall pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, and the Lenders and their respective Affiliates (including the reasonable fees, charges and disbursements of no more than (x) one Colombian counsel and one New York counsel for the Administrative Agent and (y) one Colombian counsel ​ and one New York counsel for the Lenders), in connection with the syndication of the Agents credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that unless otherwise agreed by the parties hereto, the amount of fees and expenses of counsel that the Borrower is required to pay or reimburse in connection with: (i) with the syndication of the credit facilities provided herein, the preparation, negotiation, execution and delivery of this Agreement and each the other Loan Document, whenever the same Documents shall be executed subject to any limitations separately agreed between the Borrower and deliveredthe Joint Lead Arrangers and the Sole Bookrunner; provided, including without limitation further that other than such fees and expenses of counsel, the Administrative Agent will consult with the Borrower in connection with, and prior to, incurring any expense in excess of U.S.$10,000. The Borrower shall pay all reasonable and documented out-of-pocket syndication and due diligence expenses and incurred by each of the Administrative Agent or any Lender including the reasonable fees fees, charges and disbursements of a single no more than (x) one Colombian counsel and one New York counsel for the Agents Administrative Agent and (with the right of such y) one Colombian counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single one New York counsel for the Agents and (iiiLenders) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense enforcement or protection of such actionits rights in connection with the Loan Documents, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee including its rights under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligations11.08.

Expenses; Indemnity. The Borrower will Borrowers agree to (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent, the Arranger or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Administrative Agent, (iiib) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent, the Arranger and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent, the Arranger and the Lenders under the Credit Facility, including, to the extent reasonable under the circumstances, consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent, the Arranger or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bd) defend, indemnify and hold harmless the Agents Administrative Agent, the Arranger and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, the Arranger or any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with this Agreement, the AgreementCredit Facility, any other Loan Document Document, the Loans or the LoansNotes or as a result of the breach of any of the Credit Parties' obligations hereunder, including without limitation reasonable attorney's and fees (including the allocated cost of internal counsel), consultant's feesfees and settlement costs (but excluding any losses, except penalties, fines liabilities, settlements, damages, costs and expenses to the extent that any incurred by reason of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach Person to be indemnified (as finally determined by the Agents or the Lenders a court of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationscompetent jurisdiction)).

Expenses; Indemnity. The Borrower will (a) The Borrowers agree, jointly and severally, to pay all the fees and disbursements of counsel for the Administrative Agent in connection with entering into this Agreement and in connection with any amendments, modifications or waivers of the provisions hereof, and agree, jointly and severally, to pay the reasonable out-of-pocket expenses of incurred by the Agents Administrative Agent or any Lender in connection with: (i) with the preparation, execution and delivery enforcement or protection of their rights in connection with this Agreement and each other Loan Document, whenever or the same shall be executed and deliveredLoans made hereunder, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and the reasonable fees and disbursements of a single counsel for the Agents Administrative Agent or any Lender. (with b) The Borrowers agree, jointly and severally, to indemnify the right Administrative Agent, each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel to engage such special fees and expenses, incurred by or local counsel as asserted against any Indemnitee arising out of (i) the Agents reasonably deem necessary)execution or delivery of this Agreement or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the transactions contemplated thereby, (ii) the preparation, execution and delivery use of any waiver, amendment the proceeds of the Loans or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigationlitigation, litigation investigation or other proceeding (relating to any of the foregoing, whether or not any Agent or Lender Indemnitee is a party thereto) and the prosecution and defense thereof; provided that such indemnity shall not, arising out of the Agreementas to any Indemnitee, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except be available to the extent that any such losses, claims, damages, liabilities or related expenses are finally determined by a court of the foregoing result competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or from such Indemnitee's violation of the party seeking indemnification therefor or Federal securities laws prohibiting insider trading. (c) The xxxxxxxxxx xx xhis Section shall remain operative and in full force and effect regardless of the breach by expiration of the Agents or the Lenders term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of the Administrative Agent or any Lender. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations All amounts due under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrowerpayable on written demand therefor. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the ObligationsSECTION 9.06.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Administrative Agent, and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent and (iiib) at any time when a Default has occurred and is continuing (or at any time thereafter with respect to any of the following undertaken during the existence of a Default), pay all reasonable out-of-pocket expenses of the Administrative Agent (and of the Lenders, but only if such Default is an Event of Default) the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all ------------------- reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel (not to exceed $60,000) for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) at any time when a Default has occurred and is continuing (iiior at any time thereafter with respect to any of the following undertaken during the existence of a Default), pay all reasonable out-of-pocket expenses of the Administrative Agent (and of the Lenders, but only if such Default is an Event of Default) in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Revolving Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will BORROWER will: (a) pay all reasonable out-of-pocket expenses of the Agents AGENTS in connection with: with (i) the preparation, execution and delivery of this Agreement AGREEMENT and each other Loan DocumentLOAN DOCUMENT, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses expenses, and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)AGENTS, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents AGENTS, the ISSUING BANK or the Lenders LENDERS relating to this Agreement AGREEMENT or any other Loan DocumentLOAN DOCUMENT, including without limitation reasonable fees and disbursements of a single counsel for the Agents AGENTS, and (iii) the administration and enforcement of any rights and remedies of the Agents AGENTS, the ISSUING BANK and Lenders LENDERS under the Credit FacilityCREDIT FACILITY, including consulting with appraisers, accountants, engineers, attorneys and other PERSONS concerning the nature, scope or value of any right or remedy of the AGENTS, the ISSUING BANK or any LENDER hereunder or under any other LOAN DOCUMENT, including any review of factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such PERSONS; and (b) defend, indemnify and hold harmless the Agents AGENTS, the ISSUING BANK and Lendersthe LENDERS, and their respective parents, SubsidiariesSUBSIDIARIES, AffiliatesAFFILIATES, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, fines liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee PERSON in connection with any claim, investigation, litigation or other proceeding (whether or not either AGENT, the ISSUING BANK or any Agent or Lender LENDER is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the AgreementAGREEMENT, any other Loan Document LOAN DOCUMENT or the LoansLOANS, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), 70 Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) after the occurrence and (iii) during the continuance of an Event of Default, pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit FacilityFacility including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Security Document, enforcing any Obligations of or collecting any payments due from the Borrower or any Subsidiary Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Subsidiary Guaranty Agreement, consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, expenses suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the Loanstransactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. (a) The Borrower will (ai) pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Credit Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the Agents in connection with: (i) transactions contemplated hereby and thereby, including, without limitation, the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such Xxxxxxxx & Xxxxxxxx, counsel to engage the Administrative Agent and the Lender, such special or local counsel as the Agents reasonably deem necessary), costs and expenses not to exceed $50,000; (ii) pay or reimburse the preparationLender and the Administrative Agent for all reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any other Credit Documents, and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and the Lender; and (iii) pay and reimburse (A) the Lender for any payments made by the Lender to the Administrative Agent pursuant to Section 9.06 and (B) the Administrative Agent for any and all liabilities, expenses or disbursements incurred by it which are the subject of indemnification payments from the Lender to the extent that the Administrative Agent, for whatever reason, did not receive such indemnification payments from the Lender. The Borrower also agrees to indemnify the Lender against any increased amounts, following the Effective Time, of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority of the United States, or any state or political subdivision thereof, by reason of the execution and delivery of any waiverCredit Document; provided, amendment however, that such indemnification shall not include indemnification for any business and occupation taxes or consent use taxes imposed by the Agents or the Lenders relating to this Agreement state of Washington or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation political subdivision or other proceeding (whether taxing authority thereof or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherein.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent and Co-Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and Co-Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent, the Co-Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent and Co-Agent, (iiib) pay all reasonable out-of-pocket expenses of the Administrative Agent, the Co-Agent and each Lender in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent, Co-Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent, Co-Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent, Co-Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent, Co-Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees fees, disbursements and disbursements other charges of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders, enforcing any Obligations of, or collecting any payments due from, the Borrowers or any Subsidiary Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any collateral or the enforcement of the Subsidiary Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, partners, employees, agents, officers officers, advisors and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the Loanstransactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing result (a) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of the party seeking indemnification therefor or (b) result from a claim brought by any Credit Party 2270524.10 LIB: CHARLOTTE against an indemnitee for breach in bad faith of the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices Agreement or the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice other Loan Documents of the terms of party seeking indemnification if such proposed settlement or compromise reasonably Credit Party has obtained a final and nonappealable judgment in advance of settling or compromising its favor on such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights as determined by a court of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationscompetent jurisdiction.

Expenses; Indemnity. The Borrower Obligors will (a) pay expenses set forth in the Mandate Letter and all reasonable out-of-pocket expenses of the Agents Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent, and (iii) after the administration and occurrence of an Event of Default, enforcement of any rights and remedies of the Agents Agent and Lenders under this Agreement and the Credit Facilityother Loan Documents, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the LoansCredit Facility, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) after the occurrence and (iii) during the continuance of an Event of Default, pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit FacilityFacility including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Security Document, enforcing any Obligations of or collecting any payments due from the Borrower or any Subsidiary Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Subsidiary Guaranty Agreement, consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claimclaim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred 92 to herein or therein or the Loanstransactions contemplated hereby or thereby, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay Each Loan Party shall indemnify Regions Bank, and its officers, directors, affiliates, employees, representatives and agents (each, an “Indemnitee”) from and against any and all reasonable out-of-pocket expenses of the Agents in connection with: (i) the preparationliabilities, execution and delivery of this Agreement and each other Loan Documentobligations, whenever the same shall be executed and deliveredlosses, including without limitation all reasonable out-of-pocket syndication and due diligence damages, penalties, actions, judgments, suits, costs, expenses and reasonable disbursements of any kind or nature whatsoever (including, without limitation, fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special counsel) arising from any action, litigation, proceeding, dispute or local counsel as the Agents reasonably deem necessary)investigation which may be imposed on, (ii) the preparationincurred by, execution and delivery of or asserted against Regions or any waiverIndemnitee in any litigation, amendment proceeding, dispute or consent investigation instituted or conducted by the Agents or the Lenders relating to this Agreement any governmental body or any other Loan Documentperson with respect to any aspect of, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of or any rights and remedies of the Agents and Lenders under the Credit Facilitytransaction contemplated by, and (b) defendor referred to in, indemnify and hold harmless the Agents and Lendersor any matter related to, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectivelythis letter agreement, the "indemnitees")LC Documents, from and against any lossesthe Payoff Letter or the Bank Product Agreements, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender Regions is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except that no Indemnitee shall be entitled to indemnification hereunder to the extent that any of the foregoing result from arises out of the gross (not mere) negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders such Indemnitee as determined pursuant to a final, non-appealable order of this Agreementa court of competent jurisdiction. If Upon learning of any claim, demand, action or cause of action is asserted against matter described above for which any indemniteeIndemnitee may want to seek indemnity from any Loan Party, such indemnitee Indemnitee shall promptly notify the Borrowereach Loan Party of such matter; provided, but that, the failure to do so promptly notify the Borrower shall not in any manner limit, impair or affect the Borrower's Loan Parties’ indemnification obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action hereunder. Nothing contained herein or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such caseLC Document or Bank Product Agreement shall prohibit any Loan Party from seeking contribution or indemnity from any person other than Regions. THE INDEMNITY SET FORTH IN THIS PARAGRAPH AND EACH OTHER INDEMNITY PROVIDED IN ANY LC DOCUMENT OR BANK PRODUCT AGREEMENT IN FAVOR OF ANY INDEMNITEE SHALL INCLUDE, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such actionWITHOUT LIMITATION, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded INDEMNIFICATION FOR ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (based upon the written advice of counsel to the Administrative AgentINCLUDING, WITHOUT LIMITATION, FEES AND DISBURSEMENTS OF COUNSEL) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counselARISING AS A RESULT OF THE NEGLIGENCE OR MISCONDUCT OF ANY INDEMNITEE, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower IN WHOLE OR IN PART (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheldEXCEPT TO THE EXTENT ARISING OUT OF THE GROSS (NOT MERE) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the ObligationsNEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE AS DETERMINED PURSUANT TO A FINAL, NON-APPEALABLE ORDER OF A COURT OF COMPETENT JURISDICTION).

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Lender in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents Lender; PROVIDED, HOWEVER, that the fees of counsel to Lender (excluding the out-of-pocket disbursements of such counsel) in connection with the right initial preparation, execution and delivery of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)this Agreement shall not exceed $5,000, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders Lender relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Lender; PROVIDED, HOWEVER, that unless there then exists a Default or Event of Default hereunder (in which case Borrower's obligation hereunder shall not be subject to any limit), Borrower' obligation to reimburse the Lender for any audit of Borrower by Lender shall be limited $2,000 per audit; and (iii) the administration and enforcement of any rights and remedies of the Agents Lender under this Agreement and Lenders the Loan Documents, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the Credit Facilityreasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents and LendersLender, and their respective parentsits parent, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or the Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's attorneys' and consultant's consultants' fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless each of the Agents and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the applicable Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel (not to exceed $60,000) for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Administrative Agent, and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) at any time when a Default has occurred and is continuing (iiior at any time thereafter with respect to any of the following undertaken during the existence of a Default), pay all reasonable out-of pocket expenses of the Administrative Agent (and of the Lenders, but only if such Default is an Event of Default) in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the each such Person referred to hereafter in this paragraph as an "indemniteesIndemnified Party"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by for which any such indemnitee Indemnified Party may become liable to any third party in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Agent and the Lenders in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with Agent and counsel for the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Lenders, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent and counsel for the Lenders, and (iii) the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's attorneys' and consultant's consultants' fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all out-of-pocket expenses of the Administrative Agent and (iii) the Lenders in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents Agent (provided, however, that the Agent agrees that the obligation of the Borrower to pay such out of pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Agent in connection with the right preparation, execution and delivery of such counsel this Agreement and the other Loan Documents is subject to engage such special or local counsel as the Agents reasonably deem necessaryterms of the commitment letter dated March 13, 1998, from the Agent and Capital Markets to the Borrower), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent and (iii) the administration and enforcement of any rights and remedies of the Agents Agent and the Lenders under the Revolving Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Revolving Credit Loans, including without limitation reasonable attorney's attorneys' and consultant's consultants' fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Working Capital Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the LoansLoans or the transactions contemplated hereby, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.2. In addition, each indemnitee shall have the right to employ its own separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnitee unless the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action, in which case such fees and expenses shall be paid by the Borrower. If an indemnitee shall have reasonably concluded (based upon the written advice of counsel to the Administrative Agent) that the representation by one counsel of the Agents and Lenders creates a conflict of interest for such counsel, the reasonable fees and expenses of such additional counsel as are necessary to resolve that conflict chosen by such indemnitee and reasonably satisfactory to the Borrower (provided that the Borrower's approval of such counsel shall not be unreasonably delayed or withheld) shall be borne by the Borrower. Any obligation or liability of the Borrower to any indemnitee under this Section 12.2 shall survive the expiration or termination of this Agreement and the repayment of the Obligationstherefor.