Payment of Expenses; Indemnification. The Borrower agrees # to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation 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, disbursements and other charges of Paul Hastings LLP, in their capacity as counsel to the Joint Lead Arrangers and the Joint Bookrunners, and one counsel in each appropriate local jurisdiction (other than any allocated costs of in-house counsel), # to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), # to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and # to pay, indemnify, and hold harmless each Lender and Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from # the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties, # any material breach (or, in the case of a proceeding brought by the Borrower, any breach) of any Loan Document by the party to be indemnified or # disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under [clause (d) of this Section 13.5] shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts payable under this Section 13.5 shall be paid within 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Section 2.10.

SECTION # Payment of Expenses; Indemnification.Indemnity; Limitation of Liability. A. The Borrower agrees # to pay or reimburse the AgentsAdministrative Agent, the Arrangers and the Lead Arranger for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other 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 documented fees and disbursements and other charges of Paul Hastings LLP, in their capacity as counsel to the Joint LeadAdministrative Agent, the Arrangers and the Joint Bookrunners,Lead Arranger and one counsel in each appropriate local jurisdiction (other than any allocated costsfiling and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower at least two Business Days prior to the Closing Date (in the case of in-house counsel),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, # to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees,and documented fees and disbursements of counsel (including the allocated fees and other chargesexpenses of onein-house counsel) to each Lender and of counsel to the Administrative Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld),Agent, # to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and # to pay, indemnify, and hold harmless each Lender andLender, the Administrative Agent and their respective Related Partiesofficers, directors, trustees, employees, affiliates, agents and controlling persons (each, an “indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, anywhatsoever (other than for loss of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel),profits) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation,including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified personapplicable to the operations of the Borrower, any of its Subsidiaries or any of its Related Parties (other thanthe Properties and the reasonable and documented fees and expenses of legal counsel in connection with claims, actions or proceedings by any trustee or advisor))indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”“indemnified liabilities”); providedprovided, that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Related Partiesindemnitee with respect to Indemnified Liabilitiesindemnified liabilities to the extent it has been determinedsuch indemnified liabilities arise from # to the extent they are found by a final non-appealablefinal, nonappealable judgment of a court of competent jurisdiction to have resulted from #jurisdiction, the gross negligence, bad faithnegligence or willful misconduct of such indemnitee, # to the party to beextent they are found by a final, nonappealable judgment of a court of competent jurisdiction, the breach of an indemnified person’s funding obligations or any other material breach by the relevant indemnitee of its Related Parties,obligations under the Loan Documents or # any material breach (or, in the case of a proceedingdispute brought by the Borrower,an indemnitee against any breach) of any Loan Document by the party to be indemnified or # disputes, claims, demands, actions, judgments or suitsother indemnitee that does not arising from anyinvolve an act or omission by the Borrower or any of its Affiliates, brought by an indemnified PersonAffiliates (other than any disputes against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agentindemnitee in its capacity as such)the Administrative Agent or Lead Arranger). No Person entitled to indemnification under [clause (d) of this Section 13.5] shall be liable for any damages arising fromWithout limiting the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, exceptforegoing, and to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determinedpermitted by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Person,applicable law, the Borrower or any ofagrees not to assert and to cause its Subsidiaries have any liabilitynot to assert, and hereby waives and agrees to cause its Subsidiaries to so waive, all rights for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreementcontribution or any other Loan Documentrights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or arising outnature, under or related to Environmental Laws, that any of its activities in connection herewiththem might have by statute or therewith (whether before or after the Closing Date).otherwise against any indemnitee. All amounts payabledue under this Section 13.10.5 shall be paid withinpayable not later than 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail.days after written demand therefor. The agreements in this Section 13.5Article X shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Section 2.10.

Payment10.5Payment of Expenses; Indemnification.Expenses and Taxes. The BorrowerCompany agrees # to pay or reimburse the Applicable Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, andthe syndication of the Facility, the consummation and administration of the transactions contemplated hereby and thereby, includingthereby and any amendment or waiver with respect thereto, including, without limitation, # the reasonable fees,fees and disbursements and other charges of Paul Hastings LLP, in their capacity as counsel to the Joint Lead Arrangers and the Joint Bookrunners,Weil, Gotshal & Manges LLP and one local counsel in each appropriate localrelevant jurisdiction (other than any allocated costs(which, for the avoidance of in-house counsel),doubt, may include each jurisdiction where a Subsidiary Borrower is organized) to be shared by the Applicable Agents, # filing and recording fees and expenses and # the charges of Intralinks, # to pay or reimburse each Agentthe Applicable Agents for all itsof their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement and the other Loan Documents, including the reasonable fees and disbursements of one primary counsel to the Applicable Agents, which counsel shall act on behalf of all Lenders (and if necessary or advisable one local counsel in each relevant jurisdiction (which, for the avoidance of doubt, may include each jurisdiction where a Subsidiary Borrower is organized) to be shared by the Applicable Agents) and, in the event of any conflict of interest, if necessary or advisable one additional primary counsel (and if necessary or advisable one local counsel in each relevant jurisdiction) to represent all Lenders (other than the Applicable Agents), # to pay, indemnify or reimburse each Lender and the Applicable Agents for, and hold each Lender and the Applicable Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, 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, including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), # to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and # to pay, indemnify, and hold harmlessindemnify or reimburse each Lender and AgentLender, the Applicable Agents, their respective affiliates, and their respective Related Partiesofficers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whetherwhatsoever (other than with respect to taxes not specifically provided for herein, which shall be governed exclusively by [Section 2.15] or not such proceedingswith respect to the costs, losses or expenses which are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel),type covered by [Section 2.14]) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified personapplicable to the operations of the Company or any of its Related Parties (other thanSubsidiaries and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any trustee or advisor))Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause[clause (d)], collectively, the “Indemnified Liabilities”“Indemnified Liabilities”); provided, provided, that the BorrowerCompany shall have no obligation hereunder to any Agent or any Lender or any of their respective Related PartiesIndemnitee with respect to Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to havesuch Indemnified Liabilities resulted from # the gross negligence, bad faithnegligence or willful misconduct of, or material breach of the party to be indemnified orLoan Documents by, such Indemnitee, any of its Related Parties, # any material breach (or, in the case of a proceeding brought by the Borrower, any breach) of any Loan Document by the party to be indemnified or # disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borroweraffiliates or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under [clause (d) of this Section 13.5] shall be liable for any damages arising fromtheir respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. Without limiting the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, exceptforegoing, and to the extent permitted by applicable law, the Company 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 such damagesany of them might have by statute or otherwise against any Indemnitee unless the same shall have resulted from the willful misconduct, bad faith or gross negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. All amounts due under this [Section 10.5] shall be payable not later than 30 Business Days after the party to whom such amount is owed has provided a statement or invoice therefor, setting forth in reasonable detail, the amount due and the relevant provision of this [Section 10.5] under which such amount is payable by the Company. For purposes of the preceding sentence, it is understood and agreed that the Company may ask for reasonable supporting documentation to support any request to reimburse or pay out of pocket expenses, legal fees and disbursements and that the grace period to pay any such amounts shall not commence until such supporting documentation has been received by the Company. Statements payable by the Company pursuant to this [Section 10.5] shall be indemnifiedsubmitted to the Company at the address of the Company set forth in [Section 10.2], or any of its Related Parties (as determinedto such other Person or address as may be hereafter designated by a court of competent jurisdictionthe Company in a final and non-appealable decision), nor shall any such Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relatingwritten notice to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts payable under this Section 13.5 shall be paid within 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail.each Applicable Agent. The agreements in this Section 13.5[Section 10.5] shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Section 2.10.

Payment of Expenses; Indemnification. The Borrower agrees # to payIndemnification by the Borrower. Whether or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation 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 ofnot the transactions contemplated hereby and thereby, includingare consummated, the reasonable fees, disbursements and other charges of Paul Hastings LLP, in their capacity as counsel to the Joint Lead Arrangers and the Joint Bookrunners, and one counsel in each appropriate local jurisdiction (other than any allocated costs of in-house counsel), # to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), # to pay, indemnify,Borrower Parties shall indemnify and hold harmless each Lender and Agent from, any and all recording and filing fees and # to pay, indemnify, and hold harmlessAgent-Related Person, each Lender and Agenteach of their respective Affiliates and their respective Related Partiespartners, trustees, administrators, managers, advisors, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with or as a result of # the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, # any Commitment or Loan or the use or proposed use of the proceeds therefrom, # any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, the Parent, any Consolidated Entity or any other Loan Party, or any Environmental Liability related in any way to the Borrower, the Parent, any Consolidated Entity or any other Loan Party, or # any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from # thesuch Indemnitee’s gross negligence, bad faithnegligence or willful misconductmisconduct, # a material breach by such Indemnitee of its obligations under this Agreement or # disputes solely among Indemnitees (other than any claims against any Indemnitee in its capacity as the party to be indemnifiedAdministrative Agent or an Arranger or any of its Related Parties, # any material breach (or, in the case of a proceeding brought by the Borrower, any breach) of any Loan Document by the party to be indemnified or # disputes, claims, demands, actions, judgments or suitssimilar role under this Agreement) and not arising fromout of or involving any act or omission byof the Borrower or any of Parent’s Subsidiaries or Affiliates (including its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgmentsofficers, directors, employees or suits involving claims against any Agent in its capacity as such)controlling persons). No Person entitled to indemnification under [clause (d) of this Section 13.5]Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunicationsthe Platform or any other similar information transmission systems (including IntraLinkssystem that is approved by the Borrower, such approval not to be unreasonably withheld, conditioned or SyndTrak Online)delayed, or any electronic messaging service in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Person, the BorrowerIndemnitee or any of its Subsidiariesparty to this Agreement have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts payabledue under this Section 13.5[Section 10.05] shall be paidpayable within 10ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail.after demand therefor. The agreements in this Section 13.5 shall survive repaymentthe resignation of the LoansAdministrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other amounts payable hereunder. This Section 13.5Obligations. Without limiting the provisions of [Section 3.01(c)], this [Section 10.05] shall not apply with respect to Taxes other than any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Section 2.10.that represent losses, claims, damages, etc. arising from any non-Tax claim.