Common use of Payment of Expenses Indemnity Clause in Contracts

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank and each Issuing Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.

Payment of Expenses Indemnity. The Borrowers agree upon the occurrence of the Effective Date (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lender and the Administrative Agent (without duplication) for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to the Administrative Agent Agent, the Issuing Lenders, the Swingline Lender, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (but excluding which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the fees case of actual or expenses perceived conflicts where such Person informs the Borrowers of any other such conflict and retains such counsel), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Initial Borrower on or prior to the Effective Date (iiiin the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis, or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, each Issuing Lender, the Swingline Lender, and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable and documented fees and disbursements of the special one primary counsel to the Lenders, the Issuing Lenders, the Swingline Lender, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (ivwhich may include one special counsel acting in multiple jurisdictions) to pay (and in the case of an actual or reimburse each Bank for all its costs and expenses incurred in connection with perceived conflict of interest by any of the enforcementforegoing Persons, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of additional counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect affected Person where such Person informs the Borrower of such Loans or Letters of Creditconflict and retains such counsel), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, the Swingline Lender, the Administrative Agent, each Global Coordinator, each Joint Lead Arranger, each Bankthe Joint Bookrunners, each Issuing Bank, each Swingline Lender of their respective Affiliates that are providing services in connection with the financing contemplated by this Agreement and each Agent together with their respective directors, officers, employees, agents, trustees, advisors member (and Affiliates (collectively, the “Indemnified Persons”successors and assigns), officer, director, trustee, employee, agent and controlling person of the foregoing (each, an “Indemnitee”) harmless from and against, against any and all other claims, liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person nature whatsoever with respect to or arising out of or in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the transactions contemplated by this Agreement and the Borrowers, any other Loan DocumentsParty or any other Person), or including any of the use, or proposed use, foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or perceived conflict of interest by an Indemnitee, where such Person informs the Borrowers of such conflict and retains such counsel, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.18, 2.19 and 2.20 (which shall be the sole remedy in respect of the matters set forth therein); ), provided that the Borrower Borrowers shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or Indemnitee, (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, AND PROVIDED FURTHER THAT(C) any dispute that does not involve an act or omission by the Borrowers, SUBJECT TO THE LIMITATIONS DESCRIBED HEREINHoldings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEJoint Lead Arranger, Joint Bookrunner, Swingline Lender or Issuing Lender or similar role hereunder), (D) directly and exclusively caused, with respect to the violation of, noncompliance with or liability under, any Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure, or (E) with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or (ii) settlements entered into by such person without the Borrowers’ written consent (such consent to not be unreasonably withheld, conditioned or delayed). All amounts due under this Section 11.5 shall be payable not later than ten (10) days after written demand therefor. Statements payable by the Borrowers pursuant to this Section 11.5 shall be submitted to the Borrower Representative at the address of the Borrower Representative set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees Borrowers hereby jointly and severally agree to: (a) pay (i) all present and future reasonable and documented out of pocket expenses incurred by or on behalf of the Administrative Agent, the Collateral Agent or Banc of America Securities LLC in connection with this Agreement, any other Credit Document or otherwise in their respective capacities as the Administrative Agent or a Lead Arranger under this Agreement or the Collateral Agent under any Security Document, whether incurred heretofore or hereafter, which expenses shall include, without limitation, reasonable fees and expenses of counsel (which shall only be of a single counsel and of any special or local counsel reasonably deemed necessary or appropriate by the Administrative Agent, provided that, with respect to pay special and/or local counsel, the Credit Parties shall only be required to reimburse the Administrative Agent, the Collateral Agent and Banc of America Securities LLC for the reasonable fees and expenses of a single special counsel of each specialty and a single local counsel (i.e., a maximum of two firms) in each relevant jurisdiction) including costs and expenses (x) of due diligence including the initial and any subsequent field examinations and/or inventory appraisals required pursuant to Sections 6.17 and 9.02(a) performed by third parties and (y) of negotiation, preparation and execution of all Credit Documents, (ii) all reasonable out-of-and documented out of pocket costs and expenses of the Global Coordinators associated Initial Bank Parties in connection with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Revolving Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Commitments, (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent’s standard charges for field examinations, including a per diem field examiner charge and reasonable out of pocket expenses, and (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservationreasonable and documented out of pocket costs and expenses of each of the Administrative Agent, the Collateral Agent, the Issuing Lenders and Lenders in connection with the collection of its rights the Obligations or the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any investigation, preparation, negotiation and documentation of any refinancing or restructuring of the credit arrangements provided under this AgreementAgreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, the other Loan Documents and any other documents prepared in connection herewith or therewitheach case without limitation, including (A) the reasonable fees and disbursements of counsel to such Bank and consultants for each of the Administrative Agent, the Collateral Agent, the Issuing Lenders and the Lenders); and (Bb) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify pay and hold the Administrative Agent, each Global Coordinatorthe Collateral Agent, each Lead Arranger, each Bank, each of the Issuing Bank, each Swingline Lender Lenders and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, of the “Indemnified Persons”), Lenders harmless from and against, against any and all lossespresent and future Other Taxes and save the Administrative Agent, claimseach of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, damages such Issuing Lender or such Lender) to pay such Other Taxes. In addition, the Borrowers jointly and liabilities (severally agree to reimburse the Administrative Agent and shall reimburse each Indemnified Person upon demand Holdings for any all reasonable legal or other third party administrative, audit and monitory expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance Borrowing Base and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEdeterminations thereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (iiib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable fees and disbursements of the special counsel to the Administrative Agentincluding, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcementwithout limitation, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank the Administrative Agent and to the several Lenders (B) other out-of-pocket expenses incurred during but excluding any workout, restructuring transfer or negotiations in respect similar taxes arising solely from the event of such Loans or Letters of Creditan assignment by a Lender under Section 10.6(b)), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, indemnify and hold each Bank Lender and the Administrative Agent harmless fromfrom all liabilities with respect to, or resulting from any delay in paying, any and all recording and filing fees (for Other Taxes which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewith(but excluding any such Other Taxes arising solely from the event of an assignment by a Lender under Section 10.6(b)), and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender and the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directorsaffiliates, officers, directors, employees, agents, trustees, agents and advisors and Affiliates (collectively, the “Related Parties,” and together with the Lenders and the Administrative Agent, the “Indemnified Persons”), harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, the transactions contemplated by this Agreement and the other Loan DocumentsParent, or the use, or proposed use, any of proceeds of the Loans its Subsidiaries (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided that that, the Borrower shall have no obligation hereunder to an the Administrative Agent or any Lender or other Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (Ai) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this AgreementPerson, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of rendered by a court of competent jurisdiction, AND PROVIDED FURTHER THATor (ii) legal proceedings commenced against the Administrative Agent or any Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. Notwithstanding the foregoing, SUBJECT TO THE LIMITATIONS DESCRIBED HEREINexcept as provided in Section 2.15 and in clause (c) above, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEthe Borrower shall have no obligation under this Section 10.5 to the Administrative Agent or any Lender with respect to any Tax imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse the Administrative Other Representatives and each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparationsyndication of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification toto (including expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other counsel)periodic basis as such Agent shall deem appropriate, (iiib) to pay or reimburse the Administrative each Lender, each Other Representative and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender Other Representatives and Agent and each Agent together with of their respective officers, directors, officers, employees, attorneys, affiliates, agents, trusteesmembers, partners and advisors (each, including each Lender and Affiliates (collectivelyAgent, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the fees and disbursements of one primary counsel to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower or (z) disputes between and among the Indemnitees (other than disputes involving the Agents or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. Without limiting the foregoing, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided, that the foregoing will not limit the Borrower’s indemnity obligations set forth above. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse the Other Representatives and eacheach Lender, each Issuing Lender, each Other 164 Representative and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification toto (including expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to such Agents,the Lenders, the Issuing Lenders, the Other Representatives and Lendersthe Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower two (2) Business Days prior to the RestatementThird Amendment Effective Date (in the case of amounts to be paid on the RestatementThird Amendment Effective Date) and from time to time thereafter on a quarterly basis or such other counsel)periodic basis as suchthe Administrative Agent shall deem appropriate, (iiib) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its documented and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to such Agents,the Lenders, the Issuing Lenders, the Other Representatives and Lendersthe Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, the Other Representatives andeach Issuing Lender, each Other Representative and the Administrative Agent and each of their and their affiliates’ respective officers, directors, employees, attorneys, affiliates, agents, members, partners and advisors (each, including each Lender and the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other 165 information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the reasonable and documented fees and disbursements of one primary counsel to such Agents,the Lenders, the Issuing Lenders, the Other Representatives, Lendersthe Administrative Agent and Indemnitees and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”),; provided provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower or (z) disputes between and among the Indemnitees (other than disputes involving the AgentsAdministrative Agent or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. Without limiting the foregoing, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided, that the foregoing will not limit the Borrower’s indemnity obligations set forth above. No Indemnitee referred to in paragraphclause (bd) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 11.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or other costs and expenses arising from any non-Tax claim.

Payment of Expenses Indemnity. (a) The Borrower agrees shall pay, whether or not this Agreement becomes effective on the Effective Date or any Advance is made, on demand, (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable and customary out-of-pocket costs and expenses incurred in connection by the Lender, including documentation and diligence fees and expenses associated with the preparationentering into, negotiation negotiating, preparing, reviewing and execution and delivery of, and any amendment, supplement or modification to, executing this Agreement and the other Loan Credit Documents and any other all related agreements, documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)instruments, (iiiii) to pay or reimburse the Administrative Agent for all its costs in accordance with Section 5.13 hereof, reasonable and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other customary out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution due diligence and delivery documentation of all loans proposed for inclusion in the Eligible Loan Pool, (iii) all reasonable out-of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents -pocket attorneys’ fees and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) any effort to enforce, protect or collect payment of any Obligation or to enforce any Credit Document or any related agreement, document or instrument, or effect collection hereunder or thereunder, and including instituting, maintaining, preserving, enforcing and foreclosing on the Lender’s security interests or Liens in any of the Collateral, whether through judicial proceedings or otherwise, (B) defending or prosecuting any actions, claims or proceedings arising out of or relating to the Lender’s transactions with the Borrower, or with the Servicer or the Custodian in relation to the Collateral, (C) following the occurrence and during the continuation of an Event of Default, seeking, obtaining or receiving any advice with respect to its rights and obligations under this Agreement, any of the other Credit Documents and all related agreements, documents and instruments with respect to the Assets, the Eligible Loan Pool or Collateral, or (D) any modification, restatement, supplement, amendment, waiver or extension of this Agreement or any Credit Document or any related agreement, document or instrument with respect to the Assets, the Eligible Loan Pool or Collateral. Subject to Section 2.09, in addition and without limiting the foregoing, the Borrower shall pay all taxes (other than taxes based upon or measured by the Lender’s income or revenues or any personal property tax), if any, in connection with this Agreement, the issuance of the Note and the recording or filing of any Credit Document and financing statements therefor and pursuant to the Credit Documents, except, in the case of any of the foregoing, any costs or expenses resulting from the gross negligence or willful misconduct of such Indemnified Person the Lender or (B) the material breach by such Indemnified Person of the express terms of this Agreementits Affiliates, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEsuccessors or assigns.

Payment of Expenses Indemnity. The Borrowers agree upon the occurrence of the Closing Date (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Joint Lead Arrangers, the Joint Bookrunners and the Administrative Agent (without duplication) for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation, negotiation delivery, administration, enforcement and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary outside counsel to the Administrative Agent Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or reasonably perceived conflicts where such Person informs the Borrowers of such conflict and retains such counsel, but excluding excluding, in any case the fees or expenses allocated costs of any other in-house counsel), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Representative on or prior to the Closing Date (iiiin the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable and documented fees and disbursements of the special one primary counsel to the Lenders, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (ivwhich may include one special counsel acting in multiple jurisdictions) to pay (and in the case of an actual or reimburse each Bank for all its costs reasonably perceived conflict of interest by any of the foregoing Persons, where such Person informs the Borrowers of such conflict and expenses incurred in connection with the enforcementretains such counsel, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of additional counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditaffected Person), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notesjointly and severally, to pay, indemnify indemnify, and hold each Lender, the Administrative Agent, each Global Coordinator, each Joint Lead Arranger, each BankJoint Bookrunner, each Issuing Bank, each Swingline Lender of their respective Affiliates that are providing services in connection with the financing contemplated by this Agreement and each Agent together with their respective directorsmember, officersofficer, employeesdirector, agentspartner, trusteestrustee, advisors employee, agent, advisor, controlling person of the foregoing, other representative of the foregoing, and Affiliates successor and assign of the foregoing (collectivelyeach, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other claims, liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person nature whatsoever with respect to or arising out of or in connection with investigating or defending the Acquisition, the transactions contemplated hereby, any of the foregoing), incurred by any Indemnified Person arising out of, transactions contemplated in connection with, or as a result of therewith and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the transactions contemplated by this Agreement and the Borrowers, any other Loan DocumentsParty or any other Person), or including any of the use, or proposed use, foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to Holdings or any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or reasonably perceived conflict of interest by an Indemnitee, where such Person informs the Borrowers of such conflict and retains such counsel, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.18, 2.19 and 2.21 (which shall be the sole remedy in respect of the matters set forth therein); ), provided that the Borrower Borrowers shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or Indemnitee, (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, AND PROVIDED FURTHER THAT(C) any dispute that does not involve an act or omission by the Borrowers, SUBJECT TO THE LIMITATIONS DESCRIBED HEREINHoldings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEJoint Lead Arranger, Joint Bookrunner or similar role hereunder) or (D) directly and exclusively caused, with respect to the violation of, noncompliance with or liability under, any Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure or (ii) settlements entered into by such person without the Top Borrower’s written consent (such consent to not be unreasonably withheld, conditioned or delayed). All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrowers pursuant to this Section 11.5 shall be submitted to the Borrowers at the address of the Borrowers set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the Administrative Agent. This Section 11.5 shall not apply with respect to Taxes (other than any Taxes that represent losses, claims or damages arising from any non-Tax claim). The agreements in this Section 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) Sellers agree jointly and severally to pay reasonably promptly following demand all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred of Buyer, the Group Agents and the Purchasers in connection with the preparation, negotiation execution, delivery, modification, administration, amendment and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration enforcement of the transactions contemplated hereby and therebyTransaction Documents (including, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)without limitation, (iiii) to pay or reimburse the Administrative Agent for all its costs collateral review and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents UCC search and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, filing expenses; (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (Aii) the reasonable fees and disbursements expenses of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workoutcounsel, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the preparation, execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Transaction Documents; (iii) all initial and periodic audit costs (subject to the limitations set forth in Paragraph 11(h) of the Letter Agreement), (iv) all rating agency fees, and (v) the reasonable fees and expenses of counsel for Buyer, the transactions contemplated by this Agreement Group Agents and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person Purchasers with respect to Indemnified Liabilities arising from or advising it in connection with (A) the gross negligence post-closing administration of this Agreement or willful misconduct of such Indemnified Person or the other Transaction Documents; (B) any amendment, modification or waiver hereof or thereof; and (C) enforcement of any rights or remedies of Buyer, the material breach by Group Agents or the Purchasers hereunder or thereunder, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding, including presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding and any proceeds ancillary thereto. The obligation of Sellers jointly and severally to pay such Indemnified Person fees and expenses incurred prior to or in connection with the termination of this Agreement shall survive the express terms termination of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.

Payment of Expenses Indemnity. Each of the Credit Parties jointly and severally agree, subject to the provisions of Section 4.5(b), (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent Agents and their Affiliates for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any syndication, amendment, supplement supplement, waiver or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and (viexcept with respect to Taxes, the payment of which are to be governed by Section 4.5) without duplication the consummation and administration of the transactions contemplated hereby and thereby (but limited, as to legal fees and expenses, to the out-of-pocket reasonable fees, disbursements and other charges of Xxxxx Xxxxx International LLP and Loyens & Loeff N.V. (or their successors from time to time) and up to one special and local counsel in respect of each relevant jurisdiction, as applicable), (b) to pay or reimburse all reasonable out-of-pocket expenses incurred by a Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any other provision contained in this Agreement Letter of Credit or any Notesdemand for payment thereunder, (c) to paypay or reimburse the Administrative Agent and the Collateral Agent (and their Affiliates) and each Letter of Credit Issuer (and if applicable, indemnify the Lenders to the extent described below) for all their reasonable and hold documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation (x) the out-of-pocket and documented reasonable fees, disbursements and other charges of counsel to the Administrative Agent, the Collateral Agent and the Lenders and (y) the reasonable and documented fees and costs for appraisals and field examinations to the extent required by Section 8.2 and the preparation of reports related thereto in each Global Coordinatorcalendar year, (c) to pay, indemnify, and hold harmless each Lender, each Lead ArrangerLetter of Credit Issuer and Agent (and their Affiliates) from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each BankLender, each Issuing Bank, each Swingline Lender Agent and each Agent together with of their Affiliates and their respective directors, officers, employees, agents, trustees, investment advisors and Affiliates agents (the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than any Taxes, the payment of which are to be governed by Section 4.5), including reasonable out-of-pocket and documented fees, disbursements and other charges of one legal counsel and up to one special and local counsel in respect of each material and relevant area of law or jurisdiction (as applicable) and one additional counsel in the event of any conflict of interest, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to (i) the use of the proceeds of Loans and Letters of Credit (including any refusal by a Letter of Credit Issuer to honour a demand for payment under a letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (ii) violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties) or to any actual or alleged presence, Release or threatened Release of Hazardous Materials involving or attributable to the operations of Parent, any of the Subsidiaries or any of the Real Estate, or (iii) any actual or prospective claim, litigation, investigation or proceeding 942882452.15 relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified PersonsLiabilities”), harmless from provided that the Credit Parties shall have no obligation hereunder to any Agent or any Lender nor any other Indemnitee nor any of their respective Related Parties with respect to Indemnified Liabilities to the extent attributable to (i) the gross negligence or wilful misconduct of the Indemnitee to be indemnified (as determined by a final and againstnon-appealable judgment of a court of competent jurisdiction) or (ii) any claims between Indemnitees and/or their Related Parties and not directly involving Parent or any of its Affiliates. All amounts payable under this Section 12.5 shall be paid within ten Business Days of receipt by the Administrative Borrower of written demand therefor or may be charged to the Borrowers as Revolving Loans as described in Section 2.11(c). The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. To the extent that the Credit Parties fail to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders under the above paragraph, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the payment by any Lender of any such amount shall not relieve such Credit Party of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders in its capacity as such. To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any and all losses, claims, damages and liabilities claim against any other party hereto (and shall reimburse each Indemnified Person upon demand i) for any reasonable legal damages arising from the use by others of information or other expenses incurred by such Indemnified Person in connection with investigating materials obtained through telecommunications, electronic or defending other information transmission systems (including the Internet) or (ii) on any theory of the foregoing)liability, incurred by any Indemnified Person 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 the executionof, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in any other Credit Document or any agreement or instrument contemplated hereby, the case Transactions, any Loan or Letter of each Credit or the use of the foregoing clauses (A) and (B) as determined proceeds thereof; provided that, nothing in this paragraph shall relieve any Credit Party of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEthird party.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse the Administrative Other Representatives and each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparationsyndication of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification toto (including expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one primary counsel (Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) to such Agents, counsel Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other counsel)periodic basis as such Agent shall deem appropriate, (iiib) to pay or reimburse the Administrative each Lender, each Other Representative and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel (Xxxxxx & Xxxxxxx LLP) to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender Other Representatives and Agent and each Agent together with of their respective officers, directors, officers, employees, attorneys, affiliates, agents, trusteesmembers, partners and advisors (each, including each Lender and Affiliates (collectivelyAgent, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the fees and disbursements of one primary counsel (Xxxxxx & Xxxxxxx LLP) to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower or (z) disputes between and among the Indemnitees (other than disputes involving the Agents or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. Without limiting the foregoing, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided, that the foregoing will not limit the Borrower’s indemnity obligations set forth above. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification toto (including expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower 3 Business Days prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other counsel)periodic basis as such Agent shall deem appropriate, (iiib) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its documented and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, each Other Representative and the Administrative Agent and each of their and their affiliates’ respective officers, directors, employees, attorneys, affiliates, agents, members, partners and advisors (each, including each Lender and the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the reasonable and documented fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives, the Administrative Agent and Indemnitees and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower or (z) disputes between and among the Indemnitees (other than disputes involving the Administrative Agent or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. Without limiting the foregoing, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided, that the foregoing will not limit the Borrower’s indemnity obligations set forth above. No Indemnitee referred to in clause (d) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 11.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or other costs and expenses arising from any non-Tax claim. 148

Payment of Expenses Indemnity. (a) The Borrower Company agrees to (i) to pay all reasonable and documented out-of-pocket expenses (including, without limitation, the reasonable fees, charges and disbursements of the Global Coordinators associated with the syndication of the Facility, (iicounsel) to pay or reimburse incurred by the Administrative Agent, the Lead Arranger, each Issuing Lender and each other Agent for all its reasonable out-of-pocket costs and expenses incurred their respective Affiliates in connection with the structuring, arrangement and syndication of the Facilities (other than fees payable to syndicate members) and the preparation, negotiation and execution and delivery ofnegotiation, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance delivery and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from Documents or in connection with (A) the gross negligence any amendments, modifications or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person waivers of the express terms provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the each Issuing Lender in connection with the issuance, amendment, renewal or extension of this AgreementLetters of Credit or any demand for payment thereunder (provided that payments in respect of legal fees and expenses shall be limited to actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent, Lead Arranger, Issuing Lenders and each other Agent and their respective Affiliates, and if necessary, one local counsel in any relevant jurisdiction to such Persons and, in the case of each a conflict of the foregoing clauses (Ainterest, one additional counsel to such Persons) and (Bii) as determined by a finalto pay all reasonable and documented out-of-pocket expenses of the Administrative Agent, nonIssuing Lenders and the Lenders (provided that payments in respect of legal fees and expenses shall be limited to actual reasonable documented out-appealable judgment of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent, Issuing Lenders and the Lenders, and if necessary, one local counsel in any relevant jurisdiction to such Persons, and in the case of a court conflict of competent jurisdictioninterest, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEone additional counsel to such Persons) for enforcement costs associated with the Facilities.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse the Administrative Other Representatives and each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification toto (including expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other counsel)periodic basis as such Agent shall deem appropriate, (iiib) to pay or reimburse the Administrative each Lender, each Other Representative and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to such Agents, Other Representatives and Lenders and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing 137 fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender Other Representatives and Agent and each Agent together with of their and their affiliates’ respective officers, directors, officers, employees, attorneys, affiliates, agents, trusteesmembers, partners and advisors (each, including each Lender and Affiliates (collectivelyAgent, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the reasonable and documented fees and disbursements of one primary counsel to such Agents, Other Representatives and, Lenders and Indemnitees and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower or (z) disputes between and among the Indemnitees (other than disputes involving the Agents or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. Without limiting the foregoing, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided, that the foregoing will not limit the Borrower’s indemnity obligations set forth above. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication (including syndication expenses and travel expenses) of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, to this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower 3 Business Days prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other counsel)periodic basis as such Agent shall deem appropriate, (iiib) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its documented and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, each Other Representative and the Administrative Agent and each of their and their affiliates’ respective officers, directors, employees, attorneys, affiliates, agents, members, 149149 partners and advisors (each, including each Lender and the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the reasonable and documented fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives, the Administrative Agent and Indemnitees and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEor (z) disputes between and among the Indemnitees (other than disputes involving the Administrative Agent or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided, that the foregoing will not limit the Borrower’s indemnity obligations set forth above. No Indemnitee referred to in clause (d) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated 150150 hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 11.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or other costs and expenses arising from any non-Tax claim.

Payment of Expenses Indemnity. The Borrowers agree upon the occurrence of the Closing Date (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Joint Lead Arrangers, the Joint Bookrunners, the Issuing Lenders, the Swingline Lender and the Administrative Agent (without duplication) for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation, negotiation delivery, administration, enforcement and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary outside counsel to the Administrative Agent Agent, the Issuing Lenders, the Swingline Lender, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or reasonably perceived conflicts where such Person informs the Borrowers of such conflict and retains such counsel, but excluding excluding, in any case the fees or expenses allocated costs of any other in-house counsel), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Representative on or prior to the Closing Date (iiiin the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable and documented fees and disbursements of the special one primary counsel to the Lenders, the Issuing Lenders, the Swingline Lender, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (ivwhich may include one special counsel acting in multiple jurisdictions) to pay (and in the case of an actual or reimburse each Bank for all its costs reasonably perceived conflict of interest by any of the foregoing Persons, where such Person informs the Borrowers of such conflict and expenses incurred in connection with the enforcementretains such counsel, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of additional counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditaffected Person), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notesjointly and severally, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, the Swingline Lender, the Administrative Agent, each Global Coordinator, each Joint Lead Arranger, each BankJoint Bookrunner, each Issuing Bank, each Swingline Lender and each Agent together with of their respective directorsAffiliates that are providing services in connection with the financing contemplated by this Agreement and each member, officersofficer, employeesdirector, agentspartner, trusteestrustee, advisors employee, agent, advisor, controlling person of the foregoing, other representative of the foregoing, and Affiliates successor and assign of the foregoing (collectivelyeach, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other claims, liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person nature whatsoever with respect to or arising out of or in connection with investigating or defending the Acquisition, the transactions contemplated hereby, any of the foregoing), incurred by any Indemnified Person arising out of, transactions contemplated in connection with, or as a result of therewith and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the transactions contemplated by this Agreement and the Borrowers, any other Loan DocumentsParty or any other Person), or including any of the use, or proposed use, foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to Holdings or any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or reasonably perceived conflict of interest by an Indemnitee, where such Person informs the Borrowers of such conflict and retains such counsel, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.18, 2.19 and 2.21 (which shall be the sole remedy in respect of the matters set forth therein); ), provided that the Borrower Borrowers shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or Indemnitee, (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, AND PROVIDED FURTHER THAT(C) any dispute that does not involve an act or omission by the Borrowers, SUBJECT TO THE LIMITATIONS DESCRIBED HEREINHoldings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEJoint Lead Arranger, Joint Bookrunner, Swingline Lender, Issuing Lender or similar role hereunder), or (D) directly and exclusively caused, with respect to the violation of, noncompliance with or liability under, any Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure, or (ii) settlements entered into by such person without the Top Borrower’s written consent (such consent to not be unreasonably withheld, conditioned or delayed). All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrowers pursuant to this Section 11.5 shall be submitted to the Borrowers at the address of the Borrowers set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the Administrative Agent. This Section 11.5 shall not apply with respect to Taxes (other than any Taxes that represent losses, claims or damages arising from any non-Tax claim). The agreements in this Section 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any 77 other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse the Administrative each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to such Agent and filing and recording fees and expenses, with statements with respect to the Administrative foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent (but excluding the fees or expenses of any other counsel)shall deem appropriate, (iiib) to pay or reimburse the Administrative each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Bank Agent (including all such amounts incurred in any bankruptcy or other insolvency proceeding) and (Bc) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, attorneys and controlling persons (each, an “Indemnitee”) harmless from, from and against any and all recording other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents prepared in connection herewith documents, including any of the foregoing relating to the use of proceeds of the Loans or therewiththe violation of, and (vi) without duplication noncompliance with or liability under, any Environmental Law applicable to the operations of any other provision contained in this Agreement Group Member or any Notes, to pay, indemnify and hold of the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectivelyProperties, the “Indemnified Persons”), harmless from reasonable fees and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable expenses of legal or other expenses incurred by such Indemnified Person counsel in connection with investigating claims, actions or defending proceedings by any Indemnitee against any Loan Party under any Loan Document and the fees, charges and disbursements of the foregoing), any counsel for any Indemnitee incurred by or asserted against any Indemnified Person Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to any of the executionforegoing, deliverywhether or not such claim, enforcementlitigation, performance and administration of this Agreement and investigation or proceeding is brought by the Borrower or any other Loan DocumentsParty or their respective equity holders, the transactions contemplated by this Agreement Affiliates, creditors or any other Person and the whether based on contract, tort or any other Loan Documents, or the use, or proposed use, theory and regardless of proceeds of the Loans whether any Indemnitee is a party thereto (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or (B) address as may be hereafter designated by the material breach by such Indemnified Person Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and repayment of the express terms of this AgreementLoans and all other amounts payable hereunder. This Section 10.5 shall not apply with respect to taxes other than any taxes that represent liabilities, in the case of each of the foregoing clauses (A) and (B) as determined by a finalobligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEtax claim.

Payment of Expenses Indemnity. The Borrowers agree upon the occurrence of the Closing Date (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Joint Lead Arrangers, the Joint Bookrunners, the Issuing Lenders, the Swingline Lender and the Administrative Agent (without duplication) for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation, negotiation delivery, administration, enforcement and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary outside counsel to the Administrative Agent Agent, the Issuing Lenders, the Swingline Lender, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or reasonably perceived conflicts where such Person informs the Borrowers of such conflict and retains such counsel, but excluding excluding, in any case the fees or expenses allocated costs of any other in-house counsel), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Representative on or prior to the Closing Date (iiiin the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable and documented fees and disbursements of the special one primary counsel to the Lenders, the Issuing Lenders, the Swingline Lender, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (ivwhich may include one special counsel acting in multiple jurisdictions) to pay (and in the case of an actual or reimburse each Bank for all its costs reasonably perceived conflict of interest by any of the foregoing Persons, where such Person informs the Borrowers of such conflict and expenses incurred in connection with the enforcementretains such counsel, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of additional counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditaffected Person), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notesjointly and severally, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, the Swingline Lender, the Administrative Agent, each Global Coordinator, each Joint Lead Arranger, each BankJoint Bookrunner, each Issuing Bank, each Swingline Lender of their respective Affiliates that are providing services in connection with the financing contemplated by this Agreement and each Agent together with their respective directorsmember, officersofficer, employeesdirector, agentspartner, trusteestrustee, advisors employee, agent, advisor, controlling person of the foregoing, other representative of the foregoing, and Affiliates successor and assign of the foregoing (collectivelyeach, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other claims, liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person nature whatsoever with respect to or arising out of or in connection with investigating or defending the Acquisition, the transactions contemplated hereby, any of the foregoing), incurred by any Indemnified Person arising out of, transactions contemplated in connection with, or as a result of therewith and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the transactions contemplated by this Agreement and the Borrowers, any other Loan DocumentsParty or any other Person), or including any of the use, or proposed use, foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to Holdings or any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or reasonably perceived conflict of interest by an Indemnitee, where such Person informs the Borrowers of such conflict and retains such counsel, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.18, 2.19 and 2.21 (which shall be the sole remedy in respect of the matters set forth therein); ), provided that the Borrower Borrowers shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or Indemnitee, (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, AND PROVIDED FURTHER THAT(C) any dispute that does not involve an act or omission by the Borrowers, SUBJECT TO THE LIMITATIONS DESCRIBED HEREINHoldings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEJoint Lead Arranger, Joint Bookrunner, Swingline Lender, Issuing Lender or similar role hereunder), or (D) directly and exclusively caused, with respect to the violation of, noncompliance with or liability under, any Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure, or (ii) settlements entered into by such person without the Top Borrower’s written consent (such consent to not be unreasonably withheld, conditioned or delayed). All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrowers pursuant to this Section 11.5 shall be submitted to the Borrowers at the address of the Borrowers set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the Administrative Agent. This Section 11.5 shall not apply with respect to Taxes (other than any Taxes that represent losses, claims or damages arising from any non-Tax claim). The agreements in this Section 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses Indemnity. The Borrowers agree upon the occurrence of the Closing Date (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent (without duplication) for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation, negotiation delivery, administration, enforcement and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary outside counsel to the Administrative Agent, and one local counsel to the Administrative Agent, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or reasonably perceived conflicts where the Administrative Agent (informs the Borrowers of such conflict and retains such counsel, but excluding excluding, in any case the fees or expenses allocated costs of any other in-house counsel), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Representative on or prior to the Closing Date (iiiin the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable and documented fees and disbursements of the special one primary counsel to the Lenders and the Administrative Agent, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (ivwhich may include one special counsel acting in multiple jurisdictions) to pay (and in the case of an actual or reimburse each Bank for all its costs reasonably perceived conflict of interest by any of the foregoing Persons, where such Person informs the Borrowers of such conflict and expenses incurred in connection with the enforcementretains such counsel, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of additional counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditaffected Person), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notesjointly and severally, to pay, indemnify indemnify, and hold each Lender and the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender of their respective Affiliates that are providing services in connection with the financing contemplated by this Agreement and each Agent together with their respective directorsmember, officersofficer, employeesdirector, agentspartner, trusteestrustee, advisors employee, agent, advisor, controlling person of the foregoing, other representative of the foregoing, and Affiliates successor and assign of the foregoing (collectivelyeach, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other claims, liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person nature whatsoever with respect to or arising out of or in connection with investigating or defending the Acquisition, the transactions contemplated hereby, any of the foregoing), incurred by any Indemnified Person arising out of, transactions contemplated in connection with, or as a result of therewith and the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the transactions contemplated by this Agreement and the Borrowers, any other Loan DocumentsParty or any other Person), or including any of the use, or proposed use, foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to Holdings or any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or reasonably perceived conflict of interest by an Indemnitee, where such Person informs the Borrowers of such conflict and retains such counsel, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.18, 2.19 and 2.21 (which shall be the sole remedy in respect of the matters set forth therein); ), provided that the Borrower Borrowers shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or Indemnitee, (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, AND PROVIDED FURTHER THAT(C) any dispute that does not involve an act or omission by the Borrowers, SUBJECT TO THE LIMITATIONS DESCRIBED HEREINHoldings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent or similar role hereunder) or (D) directly and exclusively caused, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEwith respect to the violation of, noncompliance with or liability under, any Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure or (ii) settlements entered into by such person without the Top Borrower’s written consent (such consent to not be unreasonably withheld, conditioned or delayed). All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrowers pursuant to this Section 11.5 shall be submitted to the Borrowers at the address of the Borrowers set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the Administrative Agent. This Section 11.5 shall not apply with respect to Taxes (other than any Taxes that represent losses, claims or damages arising from any non-Tax claim). The agreements in this Section 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iiiii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iviii) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans, (viv) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and (viv) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each the Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender Arranger and each Agent Bank together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (viv), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. This provision shall not apply to Taxes other than Taxes arising from a non-Tax claim.

Payment of Expenses Indemnity. (a) The Borrower agrees Pledgor shall: (i) to whether or not the transactions hereby contemplated are consummated, pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses of the Pledgee actually incurred in connection with the preparation, negotiation administration (both before and after the execution hereof and delivery of, including advice of counsel as to the rights and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration duties of the transactions contemplated hereby and thereby, including Pledgee with respect thereto) of the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses Pledgee incurred in connection with the enforcement or preservation of its rights under this Agreementunder, the other Loan Documents and any other documents prepared in connection herewith or therewithenforcement of, including the reasonable fees and disbursements of the special counsel to the Administrative Agentand, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, renegotiation or restructuring of its rights under this Agreement, the other Loan Documents Agreement and any other documents prepared in connection herewith amendment, waiver or therewithconsent relating thereto (including, including (A) without limitation, the reasonable fees and disbursements of counsel for the Pledgee, not to exceed actual fees and disbursements); (ii) pay and hold the Pledgee harmless from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to this Agreement and save the Pledgee harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay any such Bank taxes, charges or levies; and (Biii) other out-of-pocket indemnify the Pledgee, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all costs, losses, liabilities, claims, damages or expenses actually incurred during by any workout, restructuring of them (whether or negotiations in respect not any of such Loans them is designated a party thereto) arising out of or Letters of Credit, (v) without duplication by reason of any investigation, litigation or other provision contained in proceeding related to this Agreement or any Notestransaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel, not to payexceed actual fees and disbursements, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable incurred in connection with the execution and delivery ofany such investigation, litigation or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained proceeding. Notwithstanding anything in this Agreement to the contrary, the Pledgor shall not be responsible to the Pledgee or any Notesofficer, to paydirector, indemnify and hold employee, representative or agent of the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates foregoing (collectively, the “an "Indemnified Persons”), harmless from and against, Party") for any and all losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by which result from such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the Party's gross negligence or willful misconduct misconduct. If and to the extent that the obligations of the Pledgor under this Section 11 are unenforceable for any reason, the Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms obligations which is permissible under applicable law. The Pledgor's obligations under this Section 11 shall survive any termination of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (iia) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication (including syndication expenses and travel expenses) of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, to this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (but excluding the fees or expenses exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower 3 Business Days prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other counsel)periodic basis as such Agent shall deem appropriate, (iiib) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its documented and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party, (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, each Other Representative and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, each Other Representative and the Administrative Agent and each of their and their affiliates’ respective officers, directors, employees, attorneys, affiliates, agents, members, partners and advisors (each, including each Lender and the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the an “Indemnified PersonsIndemnitee”), ) harmless from and against, against any and all other liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person in connection nature whatsoever with investigating or defending any respect to the syndication of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of Facilities and the execution, delivery, enforcement, performance 146 and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement and foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or any related transaction or the violation of, noncompliance with or liability under, any Environmental Law or related to any Materials of Environmental Concern applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons or any claim, litigation, investigation or proceeding relating to any of the foregoing, or preparation of a defense in connection therewith, regardless of whether such claim, litigation, investigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors, an Indemnitee or any other person or entity, whether any Indemnitee is a party thereto, including in each case the reasonable and documented fees and disbursements of one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives, the Administrative Agent and Indemnitees and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with (A) to the gross negligence or willful misconduct of extent such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined Liabilities are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily from (x) the willful misconduct, AND PROVIDED FURTHER THATbad faith or gross negligence of such Indemnitee or its Related Persons, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN(y) a material breach by such Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents pursuant to a claim made by the Borrower, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEor (z) disputes between and among the Indemnitees (other than disputes involving the Administrative Agent or the Other Representatives in their respective capacities as such) other than any dispute related to any act or omission by the Borrower or any of its Subsidiaries. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the fullest extent permitted by applicable law, none of the Borrower, the Loan Parties and the Indemnitees shall assert, and each of the Borrower, the Loan Parties and the Indemnitees hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided, that the foregoing will not limit the Borrower’s indemnity obligations set forth above. No Indemnitee referred to in clause (d) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnitee. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 11.5 shall not apply with respect 147 to Taxes other than any Taxes that represent losses, claims, damages, or other costs and expenses arising from any non-Tax claim.

Payment of Expenses Indemnity. The Borrowers agree upon the occurrence of the Effective Date (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lender and the Administrative Agent (without duplication) for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationdevelopment, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to the Administrative Agent Agent, the Issuing Lenders, the Swingline Lender, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (but excluding which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the fees case of actual or expenses perceived conflicts where such Person 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 informs the Borrowers of any other such conflict and retains such counsel), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Initial Borrower on or prior to the Effective Date (iiiin the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis, or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, each Issuing Lender, the Swingline Lender, and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, including the reasonable and documented fees and disbursements of the special one primary counsel to the Lenders, the Issuing Lenders, the Swingline Lender, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (ivwhich may include one special counsel acting in multiple jurisdictions) to pay (and in the case of an actual or reimburse each Bank for all its costs and expenses incurred in connection with perceived conflict of interest by any of the enforcementforegoing Persons, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of additional counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect affected Person where such Person informs the Borrower of such Loans or Letters of Creditconflict and retains such counsel), (vc) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, each Issuing Lender, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents prepared in connection herewith or therewithdocuments, and (vid) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify indemnify, and hold each Lender, each Issuing Lender, the Swingline Lender, the Administrative Agent, each Global Coordinator, each Joint Lead Arranger, each Bankthe Joint Bookrunners, each Issuing Bank, each Swingline Lender of their respective Affiliates that are providing services in connection with the financing contemplated by this Agreement and each Agent together with their respective directors, officers, employees, agents, trustees, advisors member (and Affiliates (collectively, the “Indemnified Persons”successors and assigns), officer, director, trustee, employee, agent and controlling person of the foregoing (each, an “Indemnitee”) harmless from and against, against any and all other claims, liabilities, obligations, losses, claimsdamages, damages and liabilities (and shall reimburse each Indemnified Person upon demand for penalties, actions, judgments, suits, costs, expenses or disbursements of any reasonable legal kind or other expenses incurred by such Indemnified Person nature whatsoever with respect to or arising out of or in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan DocumentsDocuments and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the transactions contemplated by this Agreement and the Borrowers, any other Loan DocumentsParty or any other Person), or including any of the use, or proposed use, foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or perceived conflict of interest by an Indemnitee, where such Person informs the Borrowers of such conflict and retains such counsel, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (vid), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.18, 2.19 and 2.20 (which shall be the sole remedy in respect of the matters set forth therein); ), provided that the Borrower Borrowers shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising from or in connection with to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 gross negligence negligence, bad faith or willful misconduct of such Indemnified Person or Indemnitee, (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, AND PROVIDED FURTHER THAT(C) any dispute that does not involve an act or omission by the Borrowers, SUBJECT TO THE LIMITATIONS DESCRIBED HEREINHoldings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEJoint Lead Arranger, Joint Bookrunner, Swingline Lender or Issuing Lender or similar role hereunder), (D) directly and exclusively caused, with respect to the violation of, noncompliance with or liability under, any Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure, or (E) with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or (ii) settlements entered into by such person without the Borrowers’ written consent (such consent to not be unreasonably withheld, conditioned or delayed). All amounts due under this Section 11.5 shall be payable not later than ten (10) days after written demand therefor. Statements payable by the Borrowers pursuant to this Section 11.5 shall be submitted to the Borrower Representative at the address of the Borrower Representative set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrowers in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses Indemnity. (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparationsyndication of the Facilities and the development, negotiation preparation and execution and delivery of, and any amendment, supplement or modification toto (including expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, one primary counsel to the Lenders, the Issuing Lenders, the Other Representatives and the Administrative Agent and, to the extent reasonably determined by the Administrative Agent to be necessary, one special counsel or local counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each applicable jurisdiction per affected party and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower two (but excluding 2) Business Days prior to the fees Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or expenses of any such other counsel), periodic basis as the Administrative Agent shall deem appropriate and (iiiii) to pay or reimburse each Lender, each Issuing Lender, each Other Representative and the Administrative Agent for all its documented and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of its any rights under this Agreement, the other Loan Documents and any such other documents prepared in connection herewith documents, or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements of counsel to all such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including the fees and disbursements of one primary counsel to the Lenders, (v) without duplication of any other provision contained in this Agreement or any Notesthe Issuing Lenders, to pay, indemnify, and hold each Bank the Other Representatives and the Administrative Agent harmless fromand, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed to the extent reasonably determined by the Borrower under this Agreement), if any, that may be payable or determined Administrative Agent to be payable necessary, one special counsel or local counsel in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreementapplicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel in each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEapplicable jurisdiction per affected party.

Payment of Expenses Indemnity. Each of the Credit Parties jointly and severally agree, subject to the provisions of Section 4.5(b), (a) The Borrower agrees (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent Agents and their Affiliates for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution and delivery of, and any syndication, amendment, supplement supplement, waiver or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (iii) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (iv) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including (A) the reasonable fees and disbursements of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and (viexcept with respect to Taxes, the payment of which are to be governed by Section 4.5) without duplication the consummation and administration of the transactions contemplated hereby and thereby (but limited, as to legal fees and expenses, to the out-of- pocket reasonable fees, disbursements and other charges of Xxxxx Xxxxx International LLP and Loyens & Loeff N.V. (or their successors from time to time) and up to one special and local counsel in respect of each relevant jurisdiction, as applicable), (b) to pay or reimburse all reasonable out-of-pocket expenses incurred by a Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any other provision contained in this Agreement Letter of Credit or any Notesdemand for payment thereunder, (c) to paypay or reimburse the Administrative Agent and the Collateral Agent (and their Affiliates) and each Letter of Credit Issuer (and if applicable, indemnify the Lenders to the extent described below) for all their reasonable and hold documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation (x) the out-of-pocket and documented reasonable fees, disbursements and other charges of counsel to the Administrative Agent, the Collateral Agent and the Lenders and (y) the reasonable and documented fees and costs for appraisals and field examinations to the extent required by Section 8.2 and the preparation of reports related thereto in each Global Coordinatorcalendar year, (c) to pay, indemnify, and hold harmless each Lender, each Lead ArrangerLetter of Credit Issuer and Agent (and their Affiliates) from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each BankLender, each Issuing Bank, each Swingline Lender Agent and each Agent together with of their Affiliates and their respective directors, officers, employees, agents, trustees, investment advisors and Affiliates agents (the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than any Taxes, the payment of which are to be governed by Section 4.5), including reasonable out-of-pocket and documented fees, disbursements and other charges of one legal counsel and up to one special and local counsel in respect of each material and relevant area of law or jurisdiction (as applicable) and one additional counsel in the event of any conflict of interest, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to (i) the use of the proceeds of Loans and Letters of Credit (including any refusal by a Letter of Credit Issuer to honor a demand for payment under a letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (ii) violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties) or to any actual or alleged presence, Release or threatened Release of Hazardous Materials involving or attributable to the operations of Parent, any of the Subsidiaries or any of the Real Estate, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified PersonsLiabilities”), harmless from provided that the Credit Parties shall have no obligation hereunder to any Agent or any Lender nor any other Indemnitee nor any of their respective Related Parties with respect to Indemnified Liabilities to the extent attributable to (i) the gross negligence or willful misconduct of the Indemnitee to be indemnified (as determined by a final and againstnon-appealable judgment of a court of competent jurisdiction) or (ii) any claims between Indemnitees and/or their Related Parties and not directly involving Parent or any of its Affiliates. All amounts payable under this Section 12.5 shall be paid within ten Business Days of receipt by the Administrative Borrower of written demand therefor or may be charged to the Borrowers as Revolving Loans as described in Section 2.11 (c). The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. To the extent that the Credit Parties fail to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders under the above paragraph, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the payment by any Lender of any such amount shall not relieve such Credit Party of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Collateral Agent, the Letter of Credit Issuers or the Swingline Lenders in its capacity as such. 153 To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any and all losses, claims, damages and liabilities claim against any other party hereto (and shall reimburse each Indemnified Person upon demand i) for any reasonable legal damages arising from the use by others of information or other expenses incurred by such Indemnified Person in connection with investigating materials obtained through telecommunications, electronic or defending other information transmission systems (including the Internet) or (ii) on any theory of the foregoing)liability, incurred by any Indemnified Person 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 the executionof, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in any other Credit Document or any agreement or instrument contemplated hereby, the case Transactions, any Loan or Letter of each Credit or the use of the foregoing clauses (A) and (B) as determined proceeds thereof; provided that, nothing in this paragraph shall relieve any Credit Party of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEthird party.

Payment of Expenses Indemnity. (a) The Borrower Each Credit Party hereby agrees to pay on a joint and several basis (by the Required Payment Time) its pro rata portion of (i) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (ii) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable and documented fees and expenses of the Administrative Agent’s one designated law firm and, to the extent applicable, one law firm in each relevant foreign jurisdiction) reasonably and actually incurred by it in connection with the negotiation, preparation, negotiation and execution and delivery ofof this Credit Agreement, and any amendmentthe Notes, supplement or modification to, this Agreement and the other Loan Documents Documents, any and any other documents prepared in connection herewith all amendments, modifications and supplements thereof or therewith, thereto and the consummation initial syndication undertaken at the direction of, or with the approval of, the Borrowers, and, if an Event of Default exists, all reasonable and administration documented out-of-pocket costs and expenses of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent (but excluding including, without limitation, the attorneys’ reasonable and documented fees of the Administrative Agent’s one designated law firm and, to the extent applicable, one law firm in each relevant foreign jurisdiction) reasonably and actually incurred by them in connection with the preservation and enforcement of the Administrative Agent’s and the Lenders’ rights under this Credit Agreement, the Notes, and the other Loan Documents, and (ii) all reasonable and documented out-of-pocket expenses incurred by the Letter of Credit Issuer in connection with the issuance, amendment, renewal or expenses extension of any other counsel)Letter of Credit or any demand for payment thereunder, and (iii) to pay or reimburse all out-of-pocket expenses incurred by the Administrative Agent Agent, any Lender or the Letter of Credit Issuer (including the fees, charges and disbursements of any counsel for all its costs and expenses incurred the Administrative Agent, any Lender or the Letter of Credit Issuer, in connection with the enforcement or preservation protection of its rights (A) in connection with this Credit Agreement and the other Loan Documents, including its rights under this AgreementSection 12.5, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (ivB) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, Loans made or at any time after the occurrence and during the continuance Letters of a Default or an Event of Default, the preservation, of its rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewithCredit issued hereunder, including (A) the reasonable fees and disbursements all such out of counsel to such Bank and (B) other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (v) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees (for which each Bank has not been otherwise reimbursed by the Borrower under this Agreement), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and (vi) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify and hold the Administrative Agent, each Global Coordinator, each Lead Arranger, each Bank, each Issuing Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and Affiliates (collectively, the “Indemnified Persons”), harmless from and against, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any of the foregoing), incurred by any Indemnified Person arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the transactions contemplated by this Agreement and the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (vi), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from or in connection with (A) the gross negligence or willful misconduct of such Indemnified Person or (B) the material breach by such Indemnified Person of the express terms of this Agreement, in the case of each of the foregoing clauses (A) and (B) as determined by a final, non-appealable judgment of a court of competent jurisdiction, AND PROVIDED FURTHER THAT, SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN, IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.