Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York), in connection with the Restatement Transactions, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the each Collateral Agent Agent, and their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and or such Collateral Agent, as the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)case may be, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral any Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral any Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, but in each and every case subject to the terms and conditions of this Agreement, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable and documented fees, charges and disbursements of a single one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel counsel, professionals and other advisors for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Subject to the provisions of this Agreement, out-of-pocket expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) following receipt of written invoices and statements of account, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Lender and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and Lender (whether outside counsel or the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those allocated costs of the State of New Yorkits internal legal department), in connection with the Restatement Transactionscredit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank the Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, Lender (whether outside counsel or the Collateral Agent, any Issuing Bank or any Lenderallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, and in the administration of and actions relating to any Collateral, including actions taken to perfect or maintain priority of the Administrative Agent’s Lien on any Collateral, to maintain any insurance or to verify Collateral, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Collateral Agent Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent Agents, the Arrangers and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)their Affiliates, in connection with the Restatement Transactionsstructuring, arrangement and syndication of the credit facilities provided for herein, the preparation and administration of the Loan Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the Collateral AgentArranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative such Agent, the Collateral AgentArranger, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Credit Documents, including its rights under this Section, or in connection with the Loans made made, the BAs accepted and purchased or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, BAs or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, Agent and the Collateral Agent Joint Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of a single one outside counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderand the Lenders (which shall be limited to one outside counsel and, if necessary, one local counsel in each appropriate jurisdiction and, solely in the case of a conflict of interest, one special conflicts counsel to all affected Indemnitees, taken as a whole), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Holdings and the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Arrangers and their Affiliates, including expenses incurred in connection with due diligence and the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative Agent Cravath, Swaine & Xxxxx LLP and the Collateral Agent (and any one firm of local counsel that either such Agent determines to be in each appropriate in connection with matters affected by laws other than those of the State of New York)jurisdiction, in connection with the Restatement Transactionsstructuring, arrangement and syndication of the preparation credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Engagement Letter and the Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderand the Lenders, including the fees, charges and disbursements of any one primary counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderand one firm of local counsel in each appropriate jurisdiction, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single one primary counsel and one local counsel in each relevant jurisdiction for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not of the transactions contemplated hereby or thereby shall be consummated)Loan Documents, (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one primary counsel for the Administrative Agent, the Collateral issuing Bank and the Lenders, taken as a whole, and one local counsel in any relevant jurisdiction to the Administrative Agent, any the Issuing Bank and the Lenders, taken as a whole, and one additional counsel in light of actual or any Lender, potential conflicts of interest or the availability of different claims or defenses) in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. All of the foregoing costs and expenses may be charged to the Borrower as Revolving Loans or to another deposit account, all as described in Section 2.18(c).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented reasonable, documented, out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates, its Related Parties (including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New YorkAgent), in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, restatements, modifications or waivers (or any proposed amendments, restatements, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented reasonable, documented, out-of-pocket expenses incurred by each the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented reasonable, documented, out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank or any Lender, (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank or any Lender, Bank) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable, documented, out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent each Bookrunner and their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and each Bookrunner (limited, in the Collateral Agent (absence of an actual conflict of interest, to one counsel and any local counsel that either such Agent determines to be appropriate one third party appraiser and/or field examiner in connection with matters affected by laws other than those of each relevant jurisdiction), as the State of New York)case may be, in connection with the Restatement Transactionssyndication and distribution (including via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agentany Bookrunner, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral any Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay Credit Parties jointly and severally agree to pay, or reimburse the Agent or the Lenders, as applicable, for paying, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Special Counsel, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation of this Agreement and administration of the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral AgentIssuing Lender, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral AgentIssuing Lender, any Issuing Bank or any Lender, in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents, including its their rights under this SectionSection 11.3, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect thereof, and (iv) all Other Taxes levied by any Governmental Authority in respect of such Loans this Agreement or Letters any of Creditthe other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliatesits Affiliates (limited, including in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single one U.S. counsel for and one Canadian counsel to the Administrative Agent and the Collateral Agent its Affiliates (and any and, if reasonably necessary, of one local counsel that either in any relevant material jurisdiction to all such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New Yorkpersons, taken as a whole)), in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as IntraLinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof. Subject to the limitations set forth herein or in the Collateral Documents, expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of such Loans or Letters of Credit.the foregoing, costs and expenses incurred by the Administrative Agent and its Affiliates in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Lender and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and Lender (whether outside counsel or the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those allocated costs of the State of New Yorkits internal legal department), in connection with the Restatement Transactionscredit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank the Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, Lender (whether outside counsel or the Collateral Agent, any Issuing Bank or any Lenderallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable documented out-of-pocket fees, charges and disbursements of a single one primary counsel and one local counsel in each applicable foreign jurisdiction for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Agent, the Arrangers and each of their Affiliates, including the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)foregoing, in connection with the Restatement Transactionsstructuring, arrangement and syndication of the preparation credit facilities provided for herein, including the preparation, execution and delivery of the Agent Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral AgentArrangers, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any of the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent, the Collateral Agent Ex-Im Revolving Lender and their its respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative each Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Ex-Im Revolving Lender, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent, the Collateral Agent, any each Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative each Agent, the Collateral Agent, any each Issuing Bank or any each Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable and documented fees, charges and disbursements of a single one counsel in the United States and one additional local counsel in each applicable jurisdiction outside of the United States for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any one U.S. counsel and one additional local counsel and regulatory counsel in each applicable jurisdiction for the Administrative Agent, Agent and one additional counsel for all the Collateral Lenders other than the Administrative Agent and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges charges, and disbursements of a single counsel for all of the Administrative Agent and the Collateral Agent foregoing, collectively (and any of a single local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New Yorkeach material jurisdiction), in connection with the Restatement Transactionscredit facilities provided for herein, as well as the preparation preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendmentswaiver, amendments or modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral AgentArrangers, any Issuing Bank or any Lender, Lender (including the reasonable and documented fees, charges and disbursements of any (x) a single counsel for all of the Administrative Agentforegoing (and, solely in the Collateral Agentcase of an actual or potential conflict of interest, one additional counsel for each set of similarly affected Persons), (y) one regulatory or specialty counsel to the foregoing with respect to any Issuing Bank or any Lendermaterial regulatory and/or specialty areas and (z) one local counsel to the foregoing in each material jurisdiction), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Agents and their Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent Agents, outside consultants for the Agents, appraisers, for commercial finance examinations and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)environmental site assessments, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative AgentAgents, the Collateral Agent, any Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its or their rights in connection with the Loan Documents, including its or their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Lenders who are not the Agents or the Issuing Bank shall be entitled to reimbursement for no more than one counsel representing all such Lenders (absent a conflict of interest in which case the Lenders may engage and be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all documented reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral each Lead Agent and their its Affiliates, including the invoiced and reasonable fees, charges and disbursements of a single one counsel for the Administrative Agent and Lead Agents (and, if advisable in the Collateral Agent (and any judgment of the Lead Agents, of one local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New Yorkany relevant jurisdiction), in connection with the Restatement Transactionssyndication of the Facility, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all documented reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay all (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Collateral Agent Lender and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and Lender (whether outside counsel or the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those allocated costs of the State of New Yorkits internal legal department), in connection with the Restatement Transactionscredit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket and documented expenses incurred by each Issuing Bank the Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket and documented expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, Lender (whether outside counsel or the Collateral Agent, any Issuing Bank or any Lenderallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The foregoing fees, costs and expenses may be charged to the Borrower as Loans or to another deposit account, all as described in Section 2.16(c).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Lender and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Lender, in connection with the Restatement Transactions, the preparation and administration of the this Agreement or any other Loan Documents Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and the Collateral, (ii) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by each Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender in each applicable jurisdiction, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, or in connection with the enforcement or protection of its rights in connection with any other Loan Document or the Collateral, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall (and are jointly and severally obligated to) pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of a single counsel, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel for to the Administrative Agent as to the rights and duties of the Administrative Agent and the Collateral Agent (Lenders with respect thereto) of this Agreement and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws the other than those of the State of New York), in connection with the Restatement Transactions, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable costs, expenses, Taxes, assessments and documented other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, and (iii) all out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Syndication Agent and the Joint Lead Arrangers and their respective Affiliates, including the reasonable fees, charges, disbursements and other charges of one U.S. counsel and disbursements one local counsel in each applicable jurisdiction for all of a single counsel for the Administrative Agent, the Syndication Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York), Joint Lead Arrangers in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Syndication Agent, the Joint Lead Arrangers, any Issuing Bank or any Lender, including the fees, charges and disbursements of any outside counsel for the Administrative Agent, the Collateral Syndication Agent, the Joint Lead Arrangers, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Arrangers and their Affiliates, respective Affiliates (including the reasonable fees, charges and disbursements of a single counsel for to the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate X.X. Xxxxxx Securities LLC in connection with matters affected by laws other than those of the State of New York), its capacity as an Arranger) in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, Credit Parties (including the reasonable fees, charges and disbursements of any one primary counsel, one local and/or special counsel for the Administrative Agenteach other relevant jurisdiction or specialization, the Collateral Agent, any Issuing Bank and additional counsel in light of actual or any Lender, potential conflicts of interest) in connection with the enforcement or protection of its rights in connection with the any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-of pocket expenses incurred during the continuation of any Event of Default and during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single one outside counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Banks (including one outside counsel therefor) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Banks or any Lender, including the fees, charges and disbursements of any one counsel for the Administrative Agent, the Collateral AgentIssuing Banks and, during the existence of any Issuing Bank Event of Default, to the extent there is a conflict of interest, as determined in good faith by the Administrative Agent or any Lenderthe Required Lenders, one outside counsel for the Lenders as a group, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses (subject to the foregoing limitations on numbers of counsel to be paid for by Borrower) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Holdings and the Borrowers shall pay pay, (i) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Arrangers, the Syndication Agents, the Documentation Agents and their Affiliatesrespective Affiliates (without duplication), including the reasonable fees, fees and documented charges and disbursements of a single primary counsel for and to the extent reasonably determined by the Administrative Agent and the Collateral Agent (and any to be necessary, one local counsel that either such Agent determines to be in each appropriate in connection with matters affected by laws other than those of the State of New York)jurisdiction, in connection with the Restatement Transactionsstructuring, arrangement and syndication of the preparation credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendmentswaiver, amendments or modifications or waivers of the provisions thereof (whether hereof or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agentany Issuing Bank, any Issuing Bank Lender or any LenderArranger, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for any of the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by each of the Administrative Agent, the Collateral Agent Joint Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding the foregoing, in no event shall Borrower be responsible to pay any costs or expenses of the Administrative Agent or the Lenders related to any assignment or participation of the Loans.

Expenses Indemnity Damage Waiver. (a) The Initial Borrower shall pay or cause to be paid (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates, including the reasonable fees, charges and disbursements of a single firm of counsel for the Administrative Agent and the Collateral Agent (and any additional counsel retained in any local counsel that either such Agent determines to be appropriate jurisdiction in connection with matters affected by relating to the laws other than those of the State of New Yorksuch jurisdiction), in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender after any Default, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided, however, that unless requested by the Borrower, the Borrower shall not be required to pay the expenses associated with assignments or participations from Lenders after the Effective Date in accordance with Section 9.04, (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement after the Loan Documentsoccurrence of an Event of Default, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued LOAN AGREEMENT hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Collateral Agent Arrangers and their Affiliates, respective Affiliates (including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New YorkArrangers), in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the Loan other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Agents or any Lender, Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank Agents or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Loan other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, (iii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or Letters extension of Creditany Letter of Credit or any demand for payment thereunder, and (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, any Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.

Expenses Indemnity Damage Waiver. (a) The Borrower Parent (and if Parent is not the Borrower, the Borrower) shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Syndication Agent, the Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of a single one primary counsel for the Administrative Agent Agent, the Arranger and their Affiliates, and if deemed necessary by the Collateral Agent (and any Administrative Agent, one local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)each applicable jurisdiction, in connection with the Restatement Transactionsstructuring, arrangement and syndication of the preparation credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Commitment Letter and the Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the the. transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Arranger or any Lender, including the fees, charges and disbursements of any counsel for any of the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers, as applicable, shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderand the Lenders (in addition to one local counsel in each relevant jurisdiction, including Canadian local counsel), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made made, B/As accepted and purchased or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, B/As or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section 9.03 include, without limiting the generality of the foregoing, reasonable costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Obligors, jointly and severally, shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Obligors under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single one primary law firm as counsel and consultants for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Lender or any Lender, including the Lender for fees, charges and disbursements of any one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, the Collateral Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, any the Issuing Bank Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the Loan Documentsexistence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof), including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single one U.S. counsel and one local counsel in each applicable foreign jurisdiction for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks or Syndtrak) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, (x) in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or (y) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Primary Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of a single one primary counsel (as well as local counsel in any jurisdiction other than New York) for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agents, in connection with their due diligence investigation of the Restatement Primary Borrowers and the Transactions, the evaluation of the Collateral, the syndication of the credit facilities provided for herein, the preparation execution, delivery, enforcement and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (aA) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York), in connection with the Restatement Transactions, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through an Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, reasonable and documented fees, costs and expenses incurred in connection with: (A) appraisals and insurance reviews;

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent PNC Capital Markets LLC (as an Arranger) and their Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)foregoing, in connection with the Restatement Transactionsstructuring, arrangement and syndication of the preparation credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Engagement Letter and the Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agentany Arranger, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any of the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limitation, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by each of the Administrative Agent, the Collateral Agent Joint Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding the foregoing, in no event shall Borrower be responsible to pay any costs or expenses of the Administrative Agent or the Lenders related to any assignment or participation of the Loans.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Arrangers, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Subject to the provisions of Sections 5.09, 5.12 and 5.13, expenses subject to reimbursement by the Borrowers under this Section include, without limiting the generality of the foregoing, reasonable costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the Loan other Financing Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) the fees and out-of pocket expenses of the Agent’s initial and ongoing borrowing base and collateral examinations, periodic field examinations and real estate appraisals, and the monthly and other monitoring of assets performed by the Agent, subject to any limits on such fees and expenses set forth in this Agreement and (iv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Lender or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the Loan other Financing Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionsclosing of the credit facilities provided for herein (including any and all due diligence performed in connection therewith), the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all mortgage taxes and other charges incurred or required to be paid by the Administrative Agent in connection with the Loan Documents, (iii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral AgentIssuing Bank, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral AgentIssuing Bank, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred (including any Appraisal costs) during any waivers, workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliatesits Affiliates in connection with or relating to the Transactions, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and including any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those allocated costs of the State of New Yorkin-house counsel), in connection with the Restatement Transactionsdiligence performed by or on behalf of the Administrative Agent and its Affiliates, the preparation of the commitment letter of Xxxxx Fargo describing the revolving credit facility provided for herein, the syndication of the revolving credit facility provided for herein, fees and expenses related to the Platform, the preparation and administration of this Agreement and the other Loan Documents and each amendment, modification or any amendments, modifications or waivers waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender (including any allocated costs of in-house counsel), including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this SectionSection 9.3, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; and (iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay: (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, and Lenders and the Collateral Agent Affiliates of the foregoing (including travel, lodging and their Affiliates, including food expenses and the reasonable fees, charges and disbursements of a single outside counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New YorkLenders), in connection with the Restatement Transactionspreparation, the preparation negotiation, execution, delivery and administration of of: (A) this Agreement and the other Loan Documents executed and delivered on or prior to the Effective Date; (B) subject to clause (ii) hereof, any Loan Documents executed and delivered after the Effective Date; and (C) subject to clause (ii) hereof, amendments, modifications or waivers of the provisions thereof hereof or of any Loan Document following the Effective Date (whether or not the transactions contemplated hereby or thereby shall be consummated), ) if requested by Borrower; and (ii) all reasonable and documented out-of-out of pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, workout or restructuring (or negotiations in respect connection with the foregoing)) incurred by Agent or any Lender (including travel, lodging and food expenses and the fees, charges and disbursements of any counsel for Agent or any Lender (including any such Loans counsel who may be employees of Agent or Letters any Lender)) in connection with the enforcement or protection of Creditits rights (including its rights under this Section 12.2) under this Agreement and the other Loan Documents in connection with any Event of Default or any Default that becomes an Event of Default.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Agents and their Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agents, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees and disbursements of counsel to the Agents, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Effective Date (in 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 Agents shall deem appropriate, (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank Lender or Foreign Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or Foreign Credit Instrument or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit or Foreign Credit Instruments issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Loans, Letters of CreditCredit or Foreign Credit Instruments.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through an Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Agent, each Bookrunner and their respective Affiliates, including the reasonable fees, charges and disbursements of a single outside counsel for the Administrative Agent and Agent, the Collateral Agent and each Bookrunner (and any local limited, in the absence of an actual conflict of interest, to one counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of each relevant jurisdiction), as the State of New York)case may be, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuanceany Agent, amendment, renewal or extension of any Letter of Credit Bookrunner or any demand for payment thereunder and (iii) all Lender, including the reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any outside counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any LenderLender (limited, in the absence of an actual conflict of interest, to one counsel in each relevant jurisdiction), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters Loans. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of Credit.the foregoing, reasonable and documented costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay Credit Parties jointly and severally agree to pay, or reimburse the Lender for paying, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Lender and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Special Counsel, in connection with the Restatement Transactions, preparation of this Agreement and the preparation and administration of the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentLender, the Collateral AgentIssuing Lender, any Issuing the Cash Management Bank or any Affiliate of the Lender, including the fees, charges and disbursements of any counsel for the Administrative AgentLender, the Collateral AgentIssuing Lender, any Issuing the Cash Management Bank or any Affiliate of the Lender, in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents, including its their rights under this SectionSection 10.3, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect thereof, and (iv) all Other Taxes levied by any Governmental Authority in respect of such Loans this Agreement or Letters any of Creditthe other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Lender and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York), Lender in connection with the Restatement Transactionscredit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank the Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, Lender in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Arranger and their Affiliates, respective Affiliates (including due diligence expenses and the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York), Arranger) in connection with the Restatement Transactionsarrangement and syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ; (ii) all out-of-pocket expenses and charges of the Arranger in connection with any evaluations of Collateral conducted by it; (iii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal amendment or extension of any Letter of Credit or any demand for payment thereunder thereunder; and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York), in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that Borrower shall be responsible for the payment of the reasonable fees, charges and disbursements of only a single primary legal counsel and, if applicable, appropriate local, regulatory or other special counsel, for the Administrative Agent, (ii) all reasonable and reasonable, documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Administrative Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Agents and their Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agents, in connection with the Restatement Transactions, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated NYDOCS/1287812.1 hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative AgentAgents, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights after a Default in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderhereunder after a Default, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Sustainability Coordinators, the Arrangers and their Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for any of the foregoing (but limited to a single primary counsel and, if reasonably necessary, a single local counsel in each relevant jurisdiction (including each Home Country of any Borrowing Subsidiary), in each case, for the Administrative Agent Agent, the Sustainability Coordinators, the Arrangers and the Collateral Agent their Affiliates taken as a whole (and any which may be a single local counsel that either such Agent determines to be appropriate acting in connection with matters affected by laws other than those of the State of New Yorkmultiple jurisdictions)), in connection with the Restatement Transactionsstructuring, arrangement and syndication of the credit facility provided for herein, including the preparation, execution and delivery of this Agreement, the preparation and administration of the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agentany Sustainability Coordinator, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any of the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)counsel, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to Administrative Agent as to the rights and duties of Administrative Agent and the Banks with respect thereto) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable costs, expenses, Taxes, assessments and documented other charges incurred by any Agent or any Bank in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Document or any other document referred to therein, and (iii) all out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderBank, including the fees, charges and disbursements of any counsel for the Administrative any Agent, the Collateral Agent, any Issuing Bank or any LenderBank, in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 11.04, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Collateral Canadian Administrative Agent and their AffiliatesAffiliates (limited, including in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single one U.S. counsel for and one Canadian counsel to the Administrative Agent, the Canadian Administrative Agent and the Collateral Agent its Affiliates (and any and, if reasonably necessary, of one local counsel that either in any relevant material jurisdiction to all such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New Yorkpersons, taken as a whole)), in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as IntraLinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Canadian Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Canadian Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect thereof. Subject to the limitations set forth herein or in the Collateral Documents, expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of such Loans or Letters of Credit.the foregoing, costs and expenses incurred by the Agents and their Affiliates in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay pay, or cause the applicable Borrowing Subsidiary to pay, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Collateral Agent Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of a single one firm of counsel for the Administrative Agent and Agents and, if deemed reasonably necessary by the Collateral Agent (and any Agents, one firm of local counsel that either such Agent determines to be in each appropriate in connection with matters affected by laws other than those of the State of New York)jurisdiction, in connection with the Restatement Transactionsarrangement and the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral AgentAgents, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral AgentAgents, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay Credit Parties jointly and severally agree to pay, or reimburse the Administrative Agent or Lenders for paying, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Special Counsel, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation of this Agreement and administration of the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Lender or any Lender, including the fees, charges and disbursements of any counsel for the such Administrative Agent, the Collateral Agent, any Issuing Bank Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 10.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect thereof, and (iv) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of such Loans this Agreement or Letters any of Creditthe other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay pay, without duplication, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and Agent, together with any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)VAT thereon, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses expenses, together with any VAT thereon, incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, together with any VAT thereon, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder (in the case of the Existing Letters of Credit, without duplication of any fees or expenses previously paid in connection with any issuance, amendment, renewal or extension thereof) and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Banks or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank Banks or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable documented out-of-pocket fees, charges and disbursements of a single one primary counsel and one local counsel in each applicable foreign jurisdiction for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Arrangers and their Affiliates, respective Affiliates (including the reasonable and documented fees, charges and disbursements of a single one primary counsel, one local and/or special counsel for the Administrative Agent each other relevant jurisdiction or specialization, and the Collateral Agent (and any local additional counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those light of the State actual conflicts of New York), interest) in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, Credit Parties (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, ) in connection with the enforcement or protection of its rights in connection with the any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-of pocket expenses incurred during the continuation of any Event of Default and in regard to any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agenteach Arranger, the Collateral each Agent and their respective Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of a single (x) Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent Agent, and (y) Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, special counsel to the Co-Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender Party, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender Party, in connection with the enforcement or protection of its rights in connection with the Loan Documents, Documents (including its rights under this Section), or in connection with the Loans made or Letters of Credit issued hereunderor the Loans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or the Letters of CreditCredit or the Loans.

Expenses Indemnity Damage Waiver. (a) The Borrower Subject to Section 9.20 the Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable documented fees, charges and disbursements of a single one counsel per jurisdiction for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any one counsel per jurisdiction for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderand the Lenders, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single one U.S. counsel and one local counsel in each applicable foreign jurisdiction for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, (x) in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or (y) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay all (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single any outside general counsel, plus, if applicable, one local counsel in any relevant jurisdiction and one counsel with respect to any specialized matters for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of any outside general counsel, plus, if applicable, one local counsel in any relevant jurisdiction and one counsel with respect to any specialized matters for each of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender (to the extent that such Lender or similarly affected group of Lender has an actual or perceived conflict of interest with the Administrative Agent or another Lender or Lender), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters Loans. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of Credit.the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, in advance of contacting outside counsel of the Administrative Agent regarding matters concerning the administration of this Agreement in respect of which the Administrative Agent will expect to be reimbursed by the Company, the Administrative Agent will notify the Company of its intent to contact such outside counsel, (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement at any time during a Default, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations during an Event of Default in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates, its Affiliates (including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York), Agent) in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and the recordation of any Loan Documents (including all recording costs and taxes, transfer taxes, documentary stamps, and the like), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, Lender in connection with the enforcement endorsement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for (limited, in the case of such fees, charges and disbursements of counsel to one primary counsel and of any special regulatory counsel and one local counsel in each appropriate jurisdiction to the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New YorkAgent), in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of counsel (limited, in the case if such fees, charges and disbursements of counsel to one primary counsel and of any special regulatory counsel and one local counsel in each appropriate jurisdiction to the Administrative Agent and one additional counsel for all similarly situated Lenders in light of actual or potential conflicts of interest or the Administrative Agent, the Collateral Agent, any Issuing Bank availability of different claims or any Lenderdefenses), in connection with the enforcement or protection of its rights in connection with the Loan Documents, Documents including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Borrowers agree, jointly and severally, to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of a single one primary counsel for the Administrative Agent and the Collateral Agent (and any one firm of local counsel that either such Agent determines to be in each appropriate in connection with matters affected by laws other than those jurisdiction, for all of the State of New York)foregoing, in connection with the Restatement Transactionsstructuring, arrangement and syndication of the preparation credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Engagement Letter, as well as the preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-ofout‑of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agentany Arranger, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one primary counsel and one firm of local counsel in each appropriate jurisdiction for all of the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Agent, the Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of a single counsel Xxxxx Xxxx & Xxxxxxxx, special New York counsel, respectively, for the Administrative Agent, the Collateral Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Lead Arrangers, in connection with the Restatement Transactionssyndication of the Facilities and the preparation of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the preparation Collateral Agent, the Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent and the Lead Arrangers in connection with the administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit by it or any demand for payment thereunder and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender Party, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender Party, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by it or any demand for payment thereunder made by such Issuing Bank (unless included in the fees charged separately by such Issuing Bank in respect of such Letter of Credit) and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank Bank, and during the continuation of any Default any other Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Transaction Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Agents and their Affiliates, including the reasonable and documented fees, charges and disbursements of a single counsel for the Agents, outside consultants for the Agents and internally allocated charges with respect to the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent's collateral examination group, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel and any outside consultants for the Administrative AgentAgents, the Collateral Agent, any Issuing Bank or any LenderLender and the internally allocated charges with respect to the Administrative Agent's collateral examination group, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through an Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of a single one firm of outside counsel for the Administrative Agent and the Collateral Agent Arrangers (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of one time for the State of New York)Administrative Agent, the Arrangers and their respective Affiliates taken as a whole) in connection with the Restatement Transactionssyndication of the Facility, the preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be 69 consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderCredit, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Holdings and the Borrower shall pay pay, (i) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Arrangers, the Syndication Agents, the Documentation Agents and their Affiliatesrespective Affiliates (without duplication), including the reasonable fees, fees and documented charges and disbursements of a single primary counsel for and to the extent reasonably determined by the Administrative Agent and the Collateral Agent (and any to be necessary, one local counsel that either such Agent determines to be in each appropriate in connection with matters affected by laws other than those of the State of New York)jurisdiction, in connection with the Restatement Transactionsstructuring, arrangement and syndication of the preparation credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendmentswaiver, amendments or modifications or waivers of the provisions thereof (whether hereof or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable reasonable, documented and documented invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agentany Issuing Bank, any Issuing Bank Lender or any LenderArranger, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for any of the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and any Lender or any of their Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate expenses incurred in connection with matters affected by laws other than those of the State of New York)due diligence, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation preparation, execution and delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender for enforcement costs and documentary taxes associated with this Agreement or any other Loan Document.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Collateral Agent Arrangers and their Affiliates, respective Affiliates (including the reasonable fees, charges and disbursements of a single counsel for the Primary Administrative Agent, the Backup Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New YorkArrangers), in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the Loan other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Agents or any Lender, Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank Agents or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Loan other Credit Documents, including its rights under this SectionSection 10.1, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, (iii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or Letters extension of Credit.any Letter of Credit or any demand for payment thereunder, and (iv) any civil penalty or fine assessed by OFAC against, and all reasonable and documented costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, any Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC. 107

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionsdistribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, reasonable fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable and documented fees, charges and disbursements of a single one primary outside counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (am) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative each Agent, the Collateral Agent Ex-Im Revolving Lender and their its respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative each Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Ex-Im Revolving Lender, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent, the Collateral Agent, any each Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative each Agent, the Collateral Agent, any each Issuing Bank or any and each Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Agents and their Affiliates, including the reasonable fees, charges and disbursements of a single Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral AgentAgents, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral AgentAgents, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, reasonable and documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay Credit Parties jointly and severally agree to pay, or reimburse the Lender for paying, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Lender and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Special Counsel, in connection with the Restatement Transactions, preparation of this Agreement and the preparation and administration of the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank the Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and documented reasonably out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 10.3, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect thereof, and (iv) all Other Taxes levied by any Governmental Authority in respect of such Loans this Agreement or Letters any of Creditthe other Loan Documents or any other document referred to herein or therein and all taxes, assessments and other charges and reasonable costs and expenses incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein.

Expenses Indemnity Damage Waiver. (a) The Borrower i)The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single one U.S. counsel and one local counsel in each applicable foreign jurisdiction for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks or Syndtrak) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, (x) in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or (y) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agent, in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the Loan other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender (such fees of counsel limited to one firm of counsel and, if necessary, one firm of local counsel in each relevant jurisdiction plus additional counsel in the event of a perceived conflict), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement or any other Credit Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Collateral Agent Arrangers and their Affiliates, respective Affiliates (including the reasonable fees, charges and disbursements of a single counsel for the Primary Administrative Agent, the Backup Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New YorkArrangers), in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the Loan other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank Agents or any Lender, Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank Agents or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Loan other Credit Documents, including its rights under this SectionSection 10.1, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, (iii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or Letters extension of Creditany Letter of Credit or any demand for payment thereunder, and (iv) any civil penalty or fine assessed by OFAC against, and all reasonable and documented costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, any Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay all (i1) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any including one local counsel that either such Agent determines to be appropriate as necessary in connection with matters affected by laws other than those of the State of New Yorkeach applicable local jurisdiction), in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii1) all reasonable and documented out-of-pocket expenses incurred by each the applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii1) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender (including one local counsel as necessary in each applicable local jurisdiction), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section 9.03 include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) if the Effective Date occurs, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Arrangers, the Syndication Agent, the Documentation Agent and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of a single one primary counsel for the Administrative Agent, the Arranger, the Syndication Agent and the Collateral Documentation Agent (and any local with exceptions for one additional counsel that either such Agent determines to be appropriate for conflicts of interest) (together with one counsel in connection with matters affected by laws other than those of the State of New Yorkeach jurisdiction as necessary), in connection with the Restatement Transactionssyndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and the Collateral Agent and their AffiliatesTrustee, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Trustee, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral AgentTrustee, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral AgentTrustee, any the Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of a single one primary counsel (as well as local counsel in any jurisdiction other than New York) for the Administrative Agent and the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)Agents, in connection with their due diligence investigation of the Restatement Borrower and the Transactions, the evaluation of the Collateral, the syndication of the credit facility provided for herein, the preparation execution, delivery, enforcement and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates, including the reasonable fees, charges and disbursements of a single Wxxxxxxx PC and other fees, charges and disbursements of any local or special counsel for the Administrative Agent and Agent, to the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those of the State of New York)extent applicable, in connection with the Restatement Transactionssyndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Collateral Agent Lender and their its Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and Lender (whether outside counsel or the Collateral Agent (and any local counsel that either such Agent determines to be appropriate in connection with matters affected by laws other than those allocated costs of the State of New Yorkits internal legal department), in connection with the Restatement Transactionscredit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof provi­sions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank the Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, Lender (whether outside counsel or the Collateral Agent, any Issuing Bank or any Lenderallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with: