Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the AgentAdministrative Agent and its Affiliates, including, without limitation, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, reasonable and their respective Affiliates, including the reasonable documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel and other outside consultants for the Agent Administrative Agent, the reasonable and documented travel, photocopy, mailing, courier, telephone and other similar expenses, including all Syndtrak (or similar service) expenses, and the Joint Lead Arrangersreasonable and documented cost of environmental assessments and audits and surveys and appraisals, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) 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 the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related documentationto the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs, expenses, Taxes, assessments and 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, (iii) all reasonable and documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents Letter of Credit or any demand for payment thereunder, and (whether or not the transactions contemplated thereby shall be consummated)iv) if a Default has occurred, (iii) all reasonable documented out-of-pocket expenses incurred by the any Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for any Agent, the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, Company agrees to pay (i) on demand all reasonable and documented out-of-pocket costs and expenses incurred by of the Administrative Agent, the Joint Lead ArrangersCollateral Agent, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Collateral Administrator and the Joint Lead Arrangers, Lenders in connection with the preparation, execution, delivery, syndication and distribution (including, without limitation, via the internet administration of this Agreement or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders other documents and agreements to be delivered hereunder or with respect hereto, in each relevant jurisdiction andcase, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of cap on such costs and expenses set forth in the Loan Documents or of any separate agreement entered into otherwise agreed by the Borrower parties, and the Agent with respect thereto, Company further agrees to pay all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable and documented out-of-pocket costs and expenses incurred of the Administrative Agent, the Collateral Agent and the Collateral Administrator in connection with:with any amendments, waivers or consents executed in connection with this Agreement, including the reasonable fees and out of pocket, documented expenses of counsel for the Administrative Agent, the Collateral Agent, the Collateral Administrator and the Lenders with respect thereto and with respect to advising the Administrative Agent and the Lenders as to its rights and remedies under this Agreement, and to pay all reasonable, documented and out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), of the Administrative Agent, the Collateral Agent, the Collateral Administrator and the Lenders, in connection with the enforcement against the Company of this Agreement or any of the other Loan Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided, that in the case of reimbursement of (A) counsel for the Lenders other than the Administrative Agent, such reimbursement shall be limited to one counsel for all the Administrative Agent and Lenders, (B) counsel for the Collateral Agent shall be limited to one counsel for such Person and (C) counsel for the Collateral Administrator shall be limited to one counsel for such Person.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeHoldings or the Borrower shall pay, jointly and severallyif the Effective Date occurs, to pay (i) all reasonable and documented out-of-or invoiced out of pocket expenses incurred by the Administrative Agent, the Joint Collateral Agent, the Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective AffiliatesAffiliates (without duplication), including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and to the extent reasonably determined by the Administrative Agent to be necessary one local counsel in each applicable jurisdiction or otherwise retained with the Borrower’s consent, in each case for the Administrative Agent, the Collateral Agent, the Lead Arrangers and the Joint Lead ArrangersBookrunners, and to the extent retained with the Borrower’s consent, consultants, in connection with the syndication 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 and related documentation, (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesthe Collateral Agent, each Issuing Bank, the Lead Arrangers, the Joint Bookrunners or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent and the Collateral Agent, the Issuing Banks, the Lead Arrangers, the Joint Bookrunners and the Lenders, in connection with any amendmentsthe enforcement or protection of their respective rights in connection with the Loan Documents, modifications including their respective rights under this Section, or waivers in connection with the Loans made or Letters of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated)Credit issued hereunder, (iii) including all reasonable documented such out-of-pocket expenses incurred by the Agentduring any workout, the Issuing Banks restructuring or the Lenders, including the reasonable documented fees, charges and disbursements negotiations in respect of any such Loans or Letters of Credit; provided that such counsel for the Agent and for shall be limited to one law firm retained by the Lenders (lead counsel and one local counsel for both the Agent and the Lenders in each relevant applicable jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:party.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead ArrangersCollateral Agent, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Lenders and the Joint Lead Arrangers, Arrangers in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for hereinLoans and with the preparation, the preparation negotiation, execution and delivery of the Loan Documents and related documentationany security arrangements in connection therewith and any amendment, waiver or other modification (iiincluding proposed amendments, waivers or other modifications) all with respect thereto (including reasonable documented fees, out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel (limited to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any one outside counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant per applicable jurisdiction and, in the case of a conflict of interestinterest where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, one additional of another outside counsel per group of applicable jurisdiction for such affected partiesPerson)) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders, taken as a whole; provided that the Borrower’s obligations under this clause (i), solely with respect to the preparation, execution and delivery of the Loan Documents on the Effective Date, shall be subject to the limitations provided for in the Engagement Letter and (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders (including reasonable fees, out-of-pocket expenses and disbursements of outside counsel (limited to one outside counsel per applicable jurisdiction and, in the case of a conflict of interest where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another outside counsel per applicable jurisdiction for such affected Person)) in connection with the enforcement, collection enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 11.03, or in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Company shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, each of the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of CravathParker, Swaine Hudson, Rainer & Xxxxx LLP and Xxxxxx Xxxx Canada LLP, counsel for the Agent and the Joint Lead ArrangersAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of one firm of outside U.S. legal counsel and one firm of outside Canadian local counsel (to the extent relevant) to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the 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 documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of Agreement and the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect theretoDocuments, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Company under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication 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 of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Lender, in connection with the enforcement, collection 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 hereunder, including all such reasonable documented out-of-of pocket expenses incurred during in connection with (x) any bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) any judicial or regulatory proceedings and (z) any workout, restructuring or related other negotiations in respect of such Loans, or proceedings (whether or not any thereof is consummated) and (iv) subject to all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by the Security Documents or any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documentsdocument referred to therein. Expenses reimbursable by the Borrower under this Section include, without Without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, expenses being reimbursed by the Borrower under this Section include all reasonable documented out-of-pocket costs and expenses incurred in connection with:with (i) taxes, fees and other charges for lien searches, filing financing statements and continuations thereof and other actions to perfect, protect and continue the Liens under the Security Documents and (ii) sums paid or incurred by the Administrative Agent or any Lender to take any action required of any Obligor under the Loan Documents that such Obligor fails to pay or take.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented 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, (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the LendersBank, and, after an Event of Default, any Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), Issuing Bank or any Lender in connection with the enforcement, collection 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit, (iv) all transfer, stamp, documentary, or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents, (v) all costs, out-of-pocket expenses, assessments and other charges incurred in connection with any filing, registration, recording, or perfection of any security interest or Lien contemplated by this Agreement or any other Loan Document, and (ivvi) subject to any all other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower costs and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under connection with this Section includeAgreement, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan DocumentDocument or the Collateral, reasonable documented out-of-pocket costs including without limitation costs, fees, expenses and expenses other charges incurred in connection with:with performing or obtaining any audit or appraisal in respect of the Collateral or for any surveys, environmental assessments, title insurance, filing fees, recording costs and lien searches.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the AgentAdministrative Agent and its Affiliates (limited, in the Joint Lead Arrangerscase of legal expenses, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including to the reasonable and documented out-of-pocket fees, charges and disbursements of Cravathone firm of primary legal counsel and one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), Swaine & Xxxxx LLPand including, counsel without limitation, other reasonable and documented expenses for outside consultants for the Agent Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, and the Joint Lead Arrangerscost of environmental non-invasive assessments and audits and surveys and appraisals, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) 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 the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related documentationto the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs, expenses, Taxes, assessments and other charges incurred by the Administrative 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, (iii) all reasonable and documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal, reinstatement or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated)any demand for payment thereunder, (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or any Lender (limited, in the Lenderscase of legal expenses, including to the reasonable and documented fees, charges and disbursements of any one firm of primary legal counsel and one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Agent Administrative Agent, the Issuing Bank and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a an actual or perceived conflict of interest, one additional of another firm of counsel per group of for such affected parties)), in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication 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 of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Lender, in connection with the enforcement, collection 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 hereunder, including all such reasonable documented out-of-of pocket expenses incurred during in connection with (x) any bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) any judicial or regulatory proceedings and (z) any workout, restructuring or related other negotiations in respect of such Loans, or proceedings (whether or not any thereof is consummated) and (iv) subject to all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by the Security Documents or any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documentsdocument referred to therein. Expenses reimbursable by the Borrower under this Section include, without Without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, expenses being reimbursed by the Borrower under this Section include all reasonable documented out-of-pocket costs and expenses incurred in connection with:with (i) taxes, fees and other charges for lien and title searches, title insurance, recording the Mortgages, filing financing statements and continuations thereof and other actions to perfect, protect and continue the Liens under the Security Documents and (ii) sums paid or incurred by the Administrative Agent or any Lender to take any action required of any Obligor under the Loan Documents that such Obligor fails to pay or take.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one legal counsel for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein and the preparation and administration of the Loan Documents and related documentationthis Agreement, (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of outside one legal counsel to for the Administrative Agent, in connection with any amendments, modifications or waivers of the provisions hereof (in the case of any Loan Documents clauses (i) and (ii), whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) 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 issued by it or any demand for payment thereunder, (iv) all reasonable and documented out-of-pocket expenses incurred by the Swingline Lender in connection with making any Swingline Loan or any demand for payment thereunder, and (v) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, the Issuing Banks Swingline Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any (A) one counsel for the Agent Administrative Agent, and for (B) one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andLenders, in the case of taken as a conflict of interest, one additional counsel per group of affected parties)whole, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-out of pocket expenses incurred by the Agent, the Joint Amendment and Restatement Lead ArrangersArranger and Bookrunner, the financial institutions identified as Second Amendment and Restatement Lead Arrangers and Bookrunners, the Joint Bookrunners on the cover of this Agreement, Co-Syndication Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agent, the Amendment and Restatement Lead Arranger and Bookrunner, Second Amendment and Restatement Lead Arrangers and Bookrunners, and the Joint Lead ArrangersCo-Syndication Agents, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the other Financing Documents or any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Lender in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated)any demand for payment thereunder, (iii) the fees and out-of pocket expenses of the Agent’s initial and ongoing borrowing base and collateral examinations and periodic field examinations, 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 documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Lender, in connection with the enforcement, collection 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 reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, shall jointly and severally, to severally pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents, outside consultants for the Agents, appraisers, for commercial finance examinations and the Joint Lead Arrangersenvironmental site assessments, in connection with the syndication 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 and related documentationor any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and its Affiliates(iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside legal counsel to consultants for the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented feesfor appraisers, charges commercial finance examinations, and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)environmental site assessments, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, 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 (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Agent or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-out of pocket expenses incurred by the Agent, the Amendment and Restatement Lead Arranger and Bookrunner, the Second Amendment and Restatement Lead Arranger and Bookrunner, the Third Amendment and Restatement Joint Lead ArrangersArrangers and Bookrunners, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Co-Syndication Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agent, the Amendment and Restatement Lead Arranger and Bookrunner, the Second Amendment and Restatement Lead Arranger and Bookrunner, the Third Amendment and Restatement Joint Lead Arrangers and Bookrunners and the Joint Lead ArrangersCo-Syndication Agents, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the other Financing Documents or any amendments, modifications or waivers of the Loan Documents provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliatesor any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)or any Lender, in connection with the enforcement, collection 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 hereunder, including all such reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeIf the Effective Date occurs, jointly and severally, to the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, Sustainability Agent and the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the Sustainability Agent, in connection with the syndication of the credit facility provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof, (ii) all reasonable and documented out-of-pocket expenses incurred by 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 documented out-of-pocket expenses incurred by the Administrative Agent, the Sustainability Agent the Arrangers or, after the occurrence of an Event of Default, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, any counsel for the Agent and Administrative Agent, the Joint Lead ArrangersSustainability Agent, any Issuing Bank or any Lender, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit; provided that the Borrower, in connection with the foregoing, shall only be required to pay the fees and expenses of (A) one counsel engaged to represent the Administrative Agent and the Sustainability Agent (B) in the case of the preceding clause (iii), (1) one joint counsel engaged to represent all Issuing Banks, the Administrative Agent, the Sustainability Agent, the Arrangers and all Lenders (taken together), plus one additional counsel for each of the parties taken as a whole who are similarly situated in the event any Issuing Bank or Lender shall have reasonably determined, or been advised by counsel, that there are or may be actual conflicts of interest, including situations in which one or more legal defenses available to it are different from or in addition to those available to any other Issuing Bank or Lender, and (iv2) subject such other joint local counsel in any applicable material jurisdiction engaged to any other provisions of this Agreementrepresent the Administrative Agent, the Sustainability Agent and all Issuing Banks and all Lenders as may be required in the reasonable judgment of the Loan Documents or of any separate agreement entered into by the Borrower Administrative Agent and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Sustainability Agent.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective AffiliatesAffiliates (limited, including in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Arrangers and the Administrative Agent and the Joint Lead Arrangerstheir Affiliates (and, if necessary, one local counsel in each applicable jurisdiction and any reasonably necessary regulatory counsel)), in connection with the syndication 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 Loan Documents and related documentationprovisions 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 the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, relevant Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender (limited, in the Issuing Banks or the Lenderscase of legal expenses, including to the reasonable and documented fees, charges and disbursements of any a single counsel for the Agent and for one law firm retained by the Lenders (and and, if necessary, one local counsel for both the Agent and the Lenders in each relevant jurisdiction andapplicable jurisdiction, any reasonably necessary regulatory counsel and one additional counsel for each group of similarly affected Persons in the case event of a conflict of interest, one additional counsel per group of affected parties)), in connection with the enforcement, collection 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 reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead ArrangersCollateral Agent, the financial institutions identified as Co-Syndication Agents, the Co-Documentation Agents, the Co-Lead Arrangers and Joint Bookrunners named on the cover page of this AgreementAgreement (who shall be third party beneficiaries of the agreements contained in this Section 9.03) (collectively, the “Agent/Arranger Parties”) and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents and the Joint Lead Arrangerscharges of Intralinks/IntraAgency, Syntrak or another relevant website or other information platform, in connection with the syndication 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 and related documentationor 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 of any Issuing Bank, including the reasonable and documented fees, charges and disbursements of counsel, incurred by such 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 Agent and its AffiliatesAdministrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)any such Person, in connection with the enforcement, collection enforcement or protection of its or their rights in connection with this Agreement and the other 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations negotiations; provided that, in respect the case of reimbursement of counsel, the Borrower’s obligations shall be limited to the reasonable fees, disbursement and other charges of one counsel for the Administrative Agent, one counsel to the Joint Bookrunners and one counsel to the other Lenders (as a group) and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Joint Bookrunners and the other Lenders (as a group), and, in the case of actual or reasonably perceived conflicts of interest, where one or more of the Administrative Agent, the Joint Bookrunners and the other Lenders affected by such conflict informs the Borrower of such Loans, conflict and (iv) subject to any other provisions of this Agreementthereafter retains its own counsel, of the Loan Documents or another firm of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:counsel for such affected Person.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgents, in connection with the syndication and distribution (including, without limitation, via the internet Internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one outside legal counsel to the AgentAgents, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Agents and for one law firm retained by the Lenders (and one local counsel for both unless the Agent and the interests of any Lender or group of Lenders in each relevant jurisdiction andare sufficiently divergent, in the which case of a conflict of interest, one additional counsel per for each such Lender or group of affected partiesLenders may be retained), in connection with the 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 documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Administrative Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable documented fees and reasonable out-of-pocket expenses incurred by of the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as Arrangers and the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, (including the reasonable fees, disbursements and other charges and disbursements of Cravath, Swaine & Xxxxx Milbank LLP, counsel for to the Agent and the Joint Lead Arrangers, in connection Administrative Agent) associated with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities facility provided for herein, and the preparation preparation, execution and delivery of the Loan Documents and related documentation, (iiin the case of the Administrative Agent) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated); and (B) in connection with any enforcement of the Loan Documents, (iiii) all reasonable documented fees and out-of-pocket expenses incurred by of the Agent, the Issuing Banks or the Lenders, Administrative Agent (including the reasonable documented fees, disbursements and other charges and disbursements of any a single legal counsel for the Agent and for one law firm retained by Administrative Agent) incurred during the Lenders continuance of a Default (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of an actual conflict of interest where one or more Lenders desire to retain separate counsel, another single firm of counsel for such affected Lenders), (ii) all such fees and expenses of the Administrative Agent and the Lenders (including the reasonable fees, disbursements and other charges of (aa) a single legal counsel for the Administrative Agent and (bb) a single legal counsel for all the Lenders, taken as a whole (and, in the case of an actual or perceived conflict of interest, one an additional counsel per group of affected parties), in connection with the 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 hereunder, including to all such reasonable documented similarly situated Lenders)) incurred during the continuance of an Event of Default; and (C) all reasonable, documented, out-of-pocket expenses incurred during any workoutcosts, restructuring or related negotiations in respect expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of such Loans, and (ivlegal counsel for the Administrative Agent) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeconnection with any filing, without limiting the generality of the foregoingregistration, subject to any other applicable provision recording or perfection of any security interest contemplated by any Loan Document, reasonable documented out-of-pocket costs and expenses Document or incurred in connection with:with any release or addition of Collateral after the Closing Date.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgents, in connection with the syndication and distribution (including, without limitation, via the internet Internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one outside legal counsel to the AgentAgents, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Agents and for one law firm retained by the Lenders (and unless the interests of any group of Lenders are sufficiently materially divergent, in which case one local (1) additional counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per such group of affected partiesLenders may be retained), in connection with the 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 documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Administrative Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of Cravathone primary counsel and, Swaine & Xxxxx LLPif reasonably necessary, one special and one local counsel in each relevant jurisdiction for the Administrative Agent and the Joint Lead Arrangerssuch Affiliates taken as a whole (in each case, excluding allocated costs of in-house counsel), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) 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 this Agreement or any amendments, modifications or waivers of the Loan Documents provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and related documentation, (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or, after the occurrence and its Affiliatesduring the continuance of any Event of Default, any Lender, including the reasonable reasonable, documented out-of-pocket fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)or any Lender, in connection with the enforcement, collection 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 Commitments provided hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Commitments (but limited to one counsel for the Administrative Agent and the Lenders taken a whole and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest, where the party affected by such conflict, informs the Borrower of such conflict and (iv) subject to any other provisions of this Agreementthereafter retains its own counsel, of the Loan Documents or another firm of any separate agreement entered into by the Borrower and the Agent with respect theretocounsel for each such affected Person and, all reasonable documented outif necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (in each case, excluding allocated costs of in-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:house counsel)).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and Syndication Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine a single primary counsel (which shall be Xxxxx Xxxx & Xxxxx Xxxxxxxx LLP, counsel ) for the Administrative Agent and the Joint Lead Arrangers, collectively, and of any special and/or local counsel to the Lenders determined by the Joint Lead Arrangers or the Administrative Agent to be reasonably necessary in connection with this Agreement and retained by the Joint Lead Arrangers and the Administrative Agent (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Company and retains its own counsel, of another firm of counsel for such affected party), in connection with the syndication 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 any other Loan Documents or any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing 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, documented out-of-pocket expenses incurred by the Agent and its AffiliatesAdministrative Agent, any Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, any Issuing Lender or any Lender, related to the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection enforcement or protection of its rights under this Agreement or any other Loan Document in connection with the Loan Documentsany actual or reasonably anticipated Default, including its rights under this Section, or 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeU.S. Borrower shall pay (and, to the extent directly attributable to the facilities provided to any Foreign Borrower hereunder, each Foreign Borrower shall jointly and severally, severally with the U.S. Borrower be obligated to pay pay) (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Bank, the LC Facility Issuing Bank or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Agent, the Issuing Bank and the LC Facility Issuing Bank and for one law firm retained by the Lenders (and one local such additional counsel for both as the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per or any Lender or group of affected partiesLenders determines are necessary in light of actual or potential conflicts of interest or the availability of different claims of defenses), in connection with the 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 and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severallyU.S. Borrower shall pay (and, to pay the extent directly attributable to the facilities provided to any Foreign Borrower hereunder, each Foreign Borrower shall severally and not jointly with the U.S. Borrower be obligated to pay) (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Agent, and each other local non-U.S. counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Issuing Banks and the Lenders (and one local such additional counsel for both as the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per or any Lender or group of affected partiesLenders determines are necessary in light of actual or potential conflicts of interest or the availability of different claims of defenses), in connection with the 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 and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeParties, jointly and severally, to shall pay all (i) all reasonable reasonable, documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Lender and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the AgentLender, in connection with the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of any the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the AgentLender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket expenses incurred by the Issuing Banks or the LendersLender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lender, in connection with the 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 documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of Credit. Expenses being reimbursed by the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Parties under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Documentfees, reasonable documented out-of-pocket costs and expenses incurred in connection with:: (A) insurance reviews; (B) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Lender or the internally allocated fees for each Person employed by the Lender with respect to each field examination; (C) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Lender; (D) Taxes, fees and other charges for (1) lien and title searches and title insurance and (2) filing financing statements and continuations, recording any Mortgages, and other actions to perfect, protect, and continue the Lender’s Liens; (E) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and (F) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral; provided that the Loan Parties shall not be obligated to reimburse the Lender for more than one (1) field examination during any fiscal year except (x) during the continuance of an Event of Default or (y) during any Availability Trigger Period, in which such case, one (1) or more additional field examinations may be required by Lender in its Permitted Discretion, all at the expense of Borrowers.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Initial Lenders and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Joint Lead ArrangersInitial Lenders (limited in the case of counsel to the reasonable and documented out-of-pocket fees, disbursements and other charges of one primary counsel for the Administrative Agent, one primary counsel for the Initial Lenders and one local counsel in each material jurisdiction), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities Facilities provided for herein, the preparation and administration of the Loan Transaction Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with or any amendments, modifications or waivers of the provisions of any Loan the Transaction Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (iiiii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Administrative Agent or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Administrative Agent and the Lenders (limited to the fees, disbursements and other charges of one primary counsel for the Administrative Agent and all of the Lenders, one primary counsel for the Initial Lenders, one local counsel in each relevant material jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected partiesand any conflicts counsel), in connection with the enforcement, collection or protection of its rights in connection with the Loan Transaction Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, foregoing but subject to any other applicable provision of any Loan Documentthe limitations set forth in Section 5.03, reasonable and documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents, outside consultants for the Agents and internally allocated charges with respect to the Joint Lead ArrangersAdministrative Agent's collateral examination group, in connection with the syndication 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 and related documentationor 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 the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks Bank or the Lendersany Lender, including the reasonable and documented fees, charges and disbursements of any counsel and any outside consultants for the Agent and for one law firm retained by Agents, the Lenders (and one local counsel for both the Agent Issuing Bank or any Lender and the Lenders in each relevant jurisdiction and, in internally allocated charges with respect to the case of a conflict of interest, one additional counsel per group of affected parties)Administrative Agent's collateral examination group, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, 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 (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to US Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (other than the Euro Administrative Agent, the Joint Lead Arrangersany Euro Revolving Credit Lender, any Euro Term Lender, the financial institutions identified as Euro Issuing Lender or the Joint Bookrunners on the cover of this Agreement, and their respective AffiliatesEuro Swingline Lender), including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel and consultants for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) 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 this Agreement or any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Lender in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the LendersLender, any Revolving Credit Lender, Term Lender, including the reasonable documented fees, charges and disbursements of any one primary law firm as counsel, local counsel as needed and consultants for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Revolving Credit Lender or Term Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Revolving Credit Loans and Term Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and Loans or Letters of Credit. The Euro Borrower shall pay (ivx) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Euro Administrative Agent and its Affiliates (other than the Administrative Agent, the Arranger, the Issuing Lender or any Revolving Credit Lender, Term Lender or Swingline Lender), including the reasonable fees, charges and disbursements of counsel and consultants for the Euro Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Euro Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeAgreement or any amendments, without limiting the generality modifications or waivers of the foregoingprovisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), subject to any other applicable provision of any Loan Document, (y) all reasonable documented out-of-pocket costs and expenses incurred by the Euro Issuing Lender in connection with:with the issuance, amendment, renewal or extension of any Euro Letter of Credit or any demand for payment therefor and (z) all reasonable out-of-pocket expenses incurred by the Euro Administrative Agent, the Euro Issuing Lender, any Euro Revolving Credit Lender or any Euro Term Lender, including the fees, charges and disbursements of one primary law firm as counsel, local counsel as needed and consultants for the Euro Administrative Agent, the Euro Issuing Lender, the Euro Revolving Credit Lenders or the Euro Term Lenders, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Euro Revolving Loans or the Euro Term Loans made or Euro 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 Euro Letters of Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of any the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by an Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andAdministrative Agent, in the case of a conflict of interest, one additional counsel per group of affected parties)any Issuing Bank or any Lender, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Loans or Letters of Credit and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket losses, costs or expenses incurred by the Agent any Lender sustained in the administration connection with any conversion of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeObligations, without limiting the generality of the foregoingfees, subject to payments or any other applicable provision of amounts payable to such lender from any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Foreign Currency to its Dollar Equivalent; provided that such conversion shall have resulted from the Borrower’s failure to comply with its obligations hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable and documented out-of-pocket expenses incurred by the AgentIssuing 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 out-of-pocket expenses incurred by the Issuing Banks or the Lenders, Credit Parties including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection 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 documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of Credit provided that the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrower’s obligations under this Section include9.03(a) for fees and expenses of legal counsel shall be limited to fees and expenses of (x) one outside legal counsel for all Persons described in clauses (i), without limiting (ii) and (iii) above, taken as a whole, (y) in the generality of the foregoing, subject to any other applicable provision case of any Loan Documentconflict of interest, reasonable documented out-of-pocket costs one outside legal counsel for such affected Person or group of Persons and expenses incurred (z) if necessary, one local legal counsel in connection with:each relevant jurisdiction.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, Borrowers shall jointly and severally, to severally pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents, outside consultants for the Agents, appraisers, and the Joint Lead Arrangersfor commercial finance examinations, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) arrangement of the credit facilities provided for herein, the preparation and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and its Affiliates(iii) subject to the limitations set forth in Section 5.09(b), all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside legal counsel to consultants for the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the AgentAgents, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented feesfor appraisers, charges commercial finance examinations, and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)environmental site assessments, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject Loans or Letters of Credit; provided that the Lenders who are not the Agents or the Issuing Bank shall be entitled to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, reimbursement for no more than one counsel representing all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:such Lenders.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeBorrower shall pay within thirty (30) days after receipt of reasonably detailed documentation therefor, jointly and severally, to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Agent Agents (in addition to one local counsel in each relevant jurisdiction shared with the Borrower to the extent acceptable to such counsel and the Joint Lead ArrangersBorrower), in connection with due diligence performed in connection with the arrangement of the credit facilities provided for herein, the syndication 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 and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by not paid on the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with Closing Date or any amendments, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated thereby shall be consummated), (iiiii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any a single counsel for the Agent Administrative Agent, the Collateral Agent, the Issuing Bank, the Lenders, and for one law firm retained by the Lenders other Secured Parties (and one in addition to a single local counsel for both the Agent and the Lenders in each relevant jurisdiction andjurisdiction, and in the case of event a conflict of interestinterest arises, one additional primary counsel per group of affected partiesfor the conflicted parties (taken as a whole), ) in connection with the enforcement, collection enforcement of any rights under this Agreement or protection of its rights in connection with the any other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder; provided, including all such the Borrower shall not be obligated to pay for any third party advisor or consultants (in addition to those set forth in the immediately preceding clause (iii)), except following an Event of Default with respect to which the Required Lenders have accelerated the Loans or are pursing remedies, in which case the Borrower shall pay the reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject one additional advisor to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by extent the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent has provided its prior written consent (in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:its sole discretion).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeParent and the Borrower, jointly and severally, to shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one (1) primary counsel for the Administrative Agent and its Affiliates, one (1) Texas local counsel for the Administrative Agent and its Affiliates (in connection with the Cases) and to the extent necessary as reasonably determined by the Administrative Agent, other outside consultants for the Administrative Agent, the Joint Lead Arrangersreasonable and documented travel, photocopy, mailing, courier, telephone, distributions, insurance, CUSIP or LXID registration or other similar fees, bank meetings and other similar expenses, and the reasonable and documented cost of environmental invasive and non-invasive assessments and audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the financial institutions identified preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the Joint Bookrunners on rights and duties of the cover Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents 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), the negotiation of the DIP Orders, the Approved Plan and related disclosure statement and Confirmation Order, the Restructuring Support Agreement, and their respective Affiliatesotherwise in connection with the Cases, (ii) all reasonable and documented costs, expenses, Taxes, assessments and other charges incurred by the Administrative Agent in connection with any search, 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 reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any other Agent or any Lender, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, any counsel for the Administrative Agent, any other Agent and the Joint Lead Arrangers, or any Lender in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the enforcement, collection 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring (including in connection with the Cases) or related negotiations in respect of such LoansLoans (including, without limitation, periodic collateral/financial control, field examinations, asset appraisal expenses, the monitoring of assets, enforcement or rights and (ivother miscellaneous disbursements) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all such reasonable and documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includefees, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred of any restructuring advisor hired by the Administrative Agent, any other Agent or any Lender in connection with:with any workout restructuring or similar negotiations in respect of this Agreement and the Loans made hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravatha single firm of outside counsel to the Administrative Agent, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersBookrunners and their respective Affiliates and to the extent reasonably determined by the Administrative Agent to be necessary and approved by the prior written consent of the Borrower, such approval not to be unreasonably withheld, one local counsel in each applicable jurisdiction (in addition to any reasonably necessary special counsel), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation preparation, execution, delivery and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and 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 or invoiced out-of-pocket expenses incurred by the Agent and its AffiliatesAdministrative Agent, each Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with any amendments, modifications or waivers of the provisions enforcement of any Loan Documents (whether rights or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the 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 hereunderremedies, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of the Loans or Letters of Credit (A) in connection with:with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made or Letters of Credit issued hereunder; provided that such counsel shall be limited to one lead counsel and such local counsel (in addition to any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction for the Administrative Agent, the Issuing Banks and the Lenders (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of one lead counsel and such local counsel (in addition to any reasonably necessary special counsel) as may reasonably be deemed necessary by such affected party in each relevant jurisdiction for such affected party).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including but in the case of legal fees and expenses limited to the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication 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 any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated)any demand for payment thereunder, and (iii) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Swingline Lenders, the Issuing Banks or Bank and the Lenders, including the reasonable and documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both Swingline Lenders, the Agent Issuing Bank and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the enforcement, collection 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 reasonable and documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit; provided that, and with respect to reimbursement under this subsection (iv) subject to any other provisions of this Agreementiii), the obligation of the Loan Documents or Borrower to reimburse fees, charges and disbursements of any separate agreement entered into by counsel is limited to one counsel for the Administrative Agent and one counsel for the other entitled parties collectively, except that, if an actual conflict exists, the Borrower shall be responsible for the reasonable and the Agent with respect thereto, all reasonable documented out-of-pocket legal costs for additional counsel for each such party subject to such conflict. Notwithstanding the foregoing, legal fees and expenses incurred by the Agent owed to an Indemnitee in the administration of the Loan Documents. Expenses reimbursable connection with an indemnity claim shall only be payable by the Borrower under this Section include, without limiting in accordance with the generality terms of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:clause (b) below.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as each of the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx Xxxxxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one firm of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any one firm of counsel (and, if necessary, of a single separate firm of local counsel in each appropriate material jurisdiction) for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the 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 documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of Agreement and the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect theretoDocuments, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents, including the reasonable documented fees, charges and disbursements of one firm of counsel (and, if necessary, of a single separate firm of local counsel in each appropriate material jurisdiction). Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners Arrangers listed on the cover of this Agreement, page hereof and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one counsel for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein (whether or not the preparation of the Loan Documents and related documentationtransactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal one primary counsel to for the Administrative Agent, in connection with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) all reasonable documented 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 and (iv) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection 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 reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Loans or Letters of Credit; provided that the Borrower shall not be liable for the reasonable fees and expenses of more than one separate law firm (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into which shall be selected by the Borrower Administrative Agent and reasonably acceptable to the Required Lenders) at any one time for the Administrative Agent and the Lenders as a whole (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any one time for the Administrative Agent with respect theretoand the Lenders as a whole); provided, all reasonable documented out-of-pocket expenses incurred by the Agent further, that in the administration case of a conflict of interest where the Loan Documents. Expenses reimbursable Lenders affected by such conflict inform the Borrower under this Section of such conflict, the Borrower shall also be responsible for the reasonable fees and expenses of such additional counsel (which shall be reasonably acceptable to each such Lender and shall include, without limiting the generality of the foregoingif necessary, subject local and regulatory counsel in each appropriate jurisdiction and regulatory field) as is necessary to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:eliminate such conflict.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeParties, jointly and severally, to shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one external counsel and one local counsel in each material jurisdiction for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksan Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and related documentationany amendments, modifications or waivers of the 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 the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lenders, any Lender (including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and external counsel, one local counsel for both the Agent and the Lenders in each relevant jurisdiction material jurisdiction, and, solely in the case event of a an actual conflict of interest, one additional counsel per (and, if necessary, one local counsel in each material jurisdiction) to each group of similarly situated affected parties)persons) for the Administrative Agent, the Issuing Bank or any Lender, in connection with the 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of Credit. Expenses being reimbursed by the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Parties under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Documentfees, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeCompany (and, solely with respect to amounts relating to the European Revolving Credit Facility (solely with respect to amounts borrowed by the European Borrower), European Term A Loans, European Term B Loans, European Term B-1 Loans and the European Borrower, the Borrowers, jointly and severally, to ) shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Agent Arrangers and the Joint Lead ArrangersAdministrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the syndication 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 Loan Documents and related documentationprovisions 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 the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, relevant Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Banks Bank or the Lenders, including any Lender (limited to the reasonable and documented fees, charges and disbursements of any a single counsel for the Administrative Agent and for one law firm retained the Lenders, which counsel shall be selected by the Lenders Administrative Agent (and and, if necessary, one local counsel for both the Agent and the Lenders in each relevant jurisdiction andapplicable jurisdiction, regulatory counsel and one additional counsel for the affected parties in the case event of a conflict of interest, one additional counsel per group of affected parties)), in connection with the enforcement, collection 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 reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable documented fees and reasonable out-of-pocket expenses incurred by of the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, Administrative Agent (including the reasonable fees, disbursements and other charges of Milbank LLP, special counsel to the Administrative Agent) and the Collateral Agent (including the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxxx Xxxxx LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Collateral Agent) associated with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation preparation, execution and delivery of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated); and (B) in connection with any enforcement of the Loan Documents, (iiix) all reasonable documented fees and out-of-pocket expenses of each Agent (including the reasonable fees, disbursements and other charges of a single counsel for each of the Agents) incurred by during the continuance of a Default, and (y) all such fees and expenses of the Administrative Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Collateral Agent and the Lenders in each relevant jurisdiction and(including the reasonable fees, in disbursements and other charges of counsel for the case Administrative Agent, the Collateral Agent and the Lenders, which may be separate counsel) incurred during the continuance of a conflict an Event of interestDefault; and (C) all reasonable, one additional counsel per group of affected parties)documented, in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workoutcosts, restructuring or related negotiations in respect expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of such Loans, and (iv) subject to any other provisions of this Agreement, counsel for each of the Loan Documents or of any separate agreement entered into by the Borrower Administrative Agent and the Agent with respect thereto, all reasonable documented out-of-pocket expenses Collateral Agent) incurred by the Administrative Agent or the Collateral Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeconnection with any filing, without limiting the generality of the foregoingregistration, subject to any other applicable provision recording or perfection of any security interest contemplated by any Loan Document, reasonable documented out-of-pocket costs and expenses Document or incurred in connection with:with any release or addition of Collateral after the Closing Date.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners Arrangers listed on the cover of this Agreement, page hereof and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one counsel for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein (whether or not the preparation of the Loan Documents and related documentationtransactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal one counsel to for the AgentAdministrative Agent (it being understood that Xxxxxx, Xxxxx & Xxxxxxx LLP will act as sole counsel for the Administrative Agent as of the Effective Date), in connection with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Administrative Agent or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)or any Lender, in connection with the enforcement, collection 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 hereunder, including all such reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans; provided that the Borrower shall not be liable for the reasonable fees and expenses of more than one separate law firm (which shall be selected by the Administrative Agent and reasonably acceptable to the Required Lenders) at any one time for the Administrative Agent and the Lenders as a whole (it being understood that Xxxxxx, and (iv) subject to any other provisions of this Agreement, Xxxxx & Bockius LLP will act as sole counsel for the Administrative Agent as of the Loan Documents or Effective Date) (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any separate agreement entered into one time for the Administrative Agent and the Lenders as a whole); provided, further, that in the case of a conflict of interest where the Lenders affected by such conflict inform the Borrower and the Agent with respect theretoof such conflict, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section shall also be responsible for the reasonable fees and expenses of such additional counsel (which shall be reasonably acceptable to each such Lender and shall include, without limiting the generality of the foregoingif necessary, subject local and regulatory counsel in each appropriate jurisdiction and regulatory field) as is necessary to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:eliminate such conflict.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication 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 and related documentationor any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented 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, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesor the Issuing Bank (including with respect to the Existing Letters of Credit), including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by or the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank, in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit, (iv) after the occurrence and during the continuance of a Default or an Event of Default, all reasonable out-of-pocket expenses incurred by any Lender, including the reasonable fees, charges and disbursements of any counsel for such Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (ivv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent or the Issuing Bank, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or the Issuing Bank, in connection with the administration Loans made or Letters of the Loan DocumentsCredit issued hereunder. Expenses reimbursable being reimbursed by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, foregoing and subject to any other applicable provision the terms of any Loan Documentthis Agreement, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeExcept as provided in Section 2.23, jointly and severally, to the Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single New York legal counsel for the Administrative Agent and the Joint Lead ArrangersArrangers and their respective Affiliates, and one local counsel in each jurisdiction that the Administrative Agent may deem appropriate in its good faith discretion, in connection with the syndication and distribution (including, without limitation, including 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 and related documentationor any amendments, modifications or waivers of the 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 (limited, in the case of attorneys’ fees, to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel) incurred by 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 Agent and its AffiliatesAdministrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside a single general legal counsel to collectively represent the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or Lenders, the Joint Lead Arrangers and their respective Affiliates, and of a single local legal counsel to collectively represent the Administrative Agent, the Lenders, including the reasonable documented fees, charges Joint Lead Arrangers and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders their respective Affiliates in each relevant jurisdiction and, that the Administrative Agent may deem appropriate in the case of a conflict of interest, one additional counsel per group of affected parties)its good faith discretion, in connection with the 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 in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into being reimbursed by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrowers agree, jointly and severally, to pay (i) all fees and reasonable documented out-of-pocket expenses (including, without limitation, the fees and expenses incurred in connection with any field examination and any appraisal of any of the Collateral) incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Collateral Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Joint Lead ArrangersCollateral Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with or any amendments, supplements, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, (including the reasonable and documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained Administrative Agent, the Collateral Agent, the Issuing Bank and/or any Lender) incurred by the Lenders 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 out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and one local disbursements of any counsel for both the Agent and Administrative Agent, the Lenders in each relevant jurisdiction andCollateral Agent, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection enforcement or protection of its their rights in connection with the Loan Documents, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender) incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit, provided that the Lenders who are not the Agents 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 (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Parent Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees and disbursements of counsel to the Administrative Agent, 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 Administrative Agent shall deem appropriate, (ii) all reasonable out-of-pocket expenses incurred by any Issuing 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 documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Administrative Agent or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)or any Lender, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Letters of this Agreement, of the Loan Documents Credit or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Foreign Credit Instruments.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one primary counsel for the Agent Administrative Agent, the Arrangers and their Affiliates, and if deemed necessary by the Joint Lead ArrangersAdministrative Agent, one local counsel in each applicable jurisdiction, in connection with the preparation of this Agreement and the other Loan Documents, the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities facility provided for herein, the preparation and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the 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 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 Agent and its AffiliatesAdministrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andAdministrative Agent, in the case of a conflict of interestany Arranger, one additional counsel per group of affected parties)any Issuing Bank or any Lender, in connection with the 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 documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit. Subject to the provisions of Sections 5.09, 5.12 and (iv) 5.13, expenses subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into reimbursement by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable fees and reasonable and documented out-of-pocket expenses incurred by the Agent, of each Agent and the Joint Lead Arrangers, the financial institutions identified as the Joint Arrangers and Bookrunners on the cover of this Agreement, and their respective Affiliates, (including the reasonable fees, disbursements and other charges and disbursements of Cravath, Swaine White & Xxxxx Case LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Agents) associated with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation preparation, execution and delivery of the Loan Documents and related documentation(in the case of the Administrative Agent) any amendments, modifications or supplements of the provisions hereof requested by the Borrower (iiwhether or not the transactions contemplated hereby or thereby shall be consummated) and the reasonable fees and expenses of any trustee appointed pursuant to Section 8.01(d) in connection with its services under the applicable Aircraft Security Agreement, as separately agreed between the Borrower and such trustee; and (B) in connection with any enforcement of the Loan Documents, all reasonable fees and documented out-of-pocket expenses incurred by the of each Agent and its Affiliates, any trustee appointed pursuant to Section 8.01(d) (including the reasonable fees, disbursements and other charges of counsel for the Agents and disbursements of outside legal such trustee and one local counsel to the Agentand one regulatory counsel, in connection with any amendmentseach case, modifications for each relevant jurisdiction, and, in each case, if necessary in the case of an actual or waivers perceived conflict of interest, an additional local and regulatory counsel in each such applicable jurisdiction) and each Lender (including the provisions reasonable fees, disbursements and other charges of any Loan Documents counsel for such Lender) incurred during the continuance of a Default and (whether or not the transactions contemplated thereby shall be consummated), (iiiC) all reasonable documented reasonable, documented, out-of-pocket expenses costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of counsel for the Collateral Agent) incurred by the AgentCollateral Agent or any trustee appointed pursuant to Section 8.01(d) in connection with any filing, registration, recording or perfection of any security interest as required by the applicable Collateral Document or incurred in connection with any release or addition of Collateral after the Closing Date; provided, however, that, so long as no Event of Default shall have occurred and be continuing, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Borrower shall not, in connection with this Section 10.04(a), be responsible hereunder for the enforcementreasonable fees and expenses of more than one such firm of separate counsel and one regulatory counsel, 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject addition to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:local counsel.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeBorrower, jointly and severally, to pay shall pay, if the Effective Date occurs and the Transactions have been consummated, (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Commitment Parties and the Agent (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of Xxxx Xxxxxxxx LLP, Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP and Holland & Knight LLP and, if reasonably necessary, of a single firm of local counsel to the Commitment Parties and Agents in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and of such other counsel retained with the Lead Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), in each case incurred in connection with the Term Facility, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliateseach Agent or any Lender, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for such Agent and of counsel for the Agent and the Joint Lead ArrangersLenders, in connection with the syndication and distribution preservation, enforcement or protection of any rights or remedies (including, without limitation, via the internet or through a service such as IntralinksA) of the credit facilities provided for herein, the preparation of in connection with the Loan Documents (including all such costs and related documentationexpenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 9.03 or (iiB) in connection with the Loans made hereunder, including all reasonable documented such out-of-pocket costs and expenses incurred by the Agent and its Affiliatesduring any workout, including the reasonable fees, charges and disbursements restructuring or negotiations in respect of outside legal such Loans; provided that such counsel with respect to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents this clause (whether or not the transactions contemplated thereby ii) shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any limited to one lead counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant applicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Agents, taken as a whole, and one lead counsel and one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Lenders, taken as a whole (and, in the case of a conflict of interest, where each Agent or any Lender affected by such conflict notifies the Lead Borrower of the existence of such conflict and thereafter retains its own counsel, one additional counsel) and such other counsel per group of affected parties), in connection as may be retained with the enforcement, collection Lead Borrower’s consent (such consent not to be unreasonably withheld or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documentsdelayed). Expenses reimbursable by the Borrower under this Section include, without limiting the generality of Notwithstanding the foregoing, subject to the expenses of counsel shall not include any other applicable provision allocated costs of any Loan Document, reasonable documented outin-of-pocket costs and expenses incurred in connection with:house counsel.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Revolving Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Lead Arrangers, Administrative Agent, the Joint Lead ArrangersSyndication Agents, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Documentation Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Lead Arrangers, Administrative Agent, the Syndication Agents and the Joint Lead ArrangersDocumentation Agents, in connection with the syndication 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 and related documentationor any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and its Affiliates(iii) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, Agents, the Issuing Banks or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andany Lead Arranger, in the case of a conflict of interestAgent, one additional counsel per group of affected parties)Issuing Bank or Lender, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit; provided that the obligation to pay fees, disbursements and other charges of legal counsel shall be limited to the fees, disbursements and other charges of one counsel to the Administrative Agent, the Syndication Agents, the Lead Arrangers, the Documentation Agents, the Issuing Banks and all Lenders and one additional Irish counsel to the Administrative Agent, the Syndication Agents, the Lead Arrangers, the Documentation Agents, the Issuing Banks and all Lenders (iv) subject to and, if reasonably necessary, of one additional local counsel in any other provisions relevant jurisdiction) (and in the case of this Agreementany actual or perceived conflict, an additional conflicts counsel with respect to each of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:above).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeshall, jointly and severally, to pay promptly following written demand (including documentation supporting such request), (i) all reasonable and documented out-of-out of pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable and documented fees, charges and disbursements of Cravathone outside general counsel (plus, Swaine & Xxxxx LLPif necessary, one local counsel in any relevant jurisdiction and one counsel with respect any specialized matters) for the Administrative Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) an Electronic System of the credit facilities provided for herein, the preparation and administration of the Loan Documents and related documentationany amendments, modifications or waivers of the provisions 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 the Administrative Agent and its Affiliatesor any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any a single counsel for the Administrative Agent or any Lender taken as a whole, and for if reasonably necessary, one law firm retained by the Lenders (additional local counsel and one local additional specialist counsel for both the Agent and the Lenders in each relevant jurisdiction other jurisdiction, but excluding any allocated costs of in-house counsel (and, in light of actual or perceived conflicts of interest or the case availability of a conflict of interestdifferent claims or defenses, with the Borrower’s consent (not to be unreasonably withheld or delayed), one additional counsel per for each similarly affected group of affected partiesLenders (taken as a whole) and, if reasonably necessary, one additional local counsel and one additional specialist counsel in each other jurisdiction, but excluding any allocated costs of in-house counsel), in connection with the 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 hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severallyU.S. Borrower shall pay (and, to pay the extent directly attributable to the facilities provided to any Foreign Borrower hereunder, each Foreign Borrower shall severally and not jointly with the U.S. Borrower be obligated to pay) (i) all reasonable documented out-of-pocket out‑of‑pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx LLPXxxxxxx llp, counsel for the Agent, and each other local non-U.S. counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Issuing Banks and the Lenders (and one local such additional counsel for both as the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per or any Lender or group of affected partiesLenders determines are necessary in light of actual or potential conflicts of interest or the availability of different claims of defenses), in connection with the 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 and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including (A) the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for LLP and to the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred extent reasonably determined by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and necessary one local and regulatory counsel for both the Agent and the Lenders in each relevant applicable jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)party, in each case for the Administrative Agent, in connection with the enforcementsyndication of the credit facilities provided for herein, collection 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) and (B) the fees, charges and disbursements of the Independent Expert, (ii) all reasonable 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, each Issuing Bank, the Independent Expert or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Issuing Banks, the Independent Expert and the Lenders, 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (ivincluding regulatory counsel) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into as may reasonably be deemed necessary by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in each relevant jurisdiction and, in the administration case of the Loan Documents. Expenses reimbursable by the Borrower under this Section includea conflict of interest, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:one additional counsel per affected party.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, Company agrees to pay (i) on demand all reasonable and documented out-of-pocket fees, charges, disbursements, costs and expenses incurred by of the Administrative Agent, the Joint Lead ArrangersCollateral Agent, the financial institutions identified as Collateral Administrator, the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Securities Intermediary and the Joint Lead Arrangers, Lenders in connection with the preparation, execution, delivery, syndication and distribution (including, without limitation, via the internet administration of this Agreement or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and the other documents and agreements to be delivered hereunder or with respect hereto, (iii) including but not limited to the Security Deed, in each case, subject to any cap on such fees, charges, disbursements, costs and expenses set forth in the Loan Documents or otherwise agreed by the parties, and the Company further agrees to pay all reasonable and documented out-of-pocket fees, charges, disbursements, costs and expenses incurred by of the Administrative Agent, the Issuing Banks Collateral Agent, the Collateral Administrator and the Securities Intermediary in connection with any amendments, waivers or the Lendersconsents executed in connection with this Agreement, including the reasonable fees and out of pocket, documented fees, charges and disbursements expenses of any counsel for the Agent Administrative Agent, the Collateral Agent, the Collateral Administrator, the Securities Intermediary and for one law firm retained by the Lenders (with respect thereto and one local counsel for both with respect to advising the Administrative Agent and the Lenders in each relevant jurisdiction andas to its rights and remedies under this Agreement, in and to pay all reasonable, documented and out-of-pocket fees, charges, disbursements, costs and expenses, if any (including reasonable counsel fees and expenses), of the case of a conflict of interestAdministrative Agent, one additional counsel per group of affected parties)the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Lenders, in connection with the enforcement, collection enforcement or protection of its their rights in connection with this Agreement or any of the other Loan DocumentsDocuments and the other documents and agreements to be delivered hereunder or with respect hereto; provided, including its rights under this Sectionthat in the case of reimbursement of (A) counsel for the Lenders other than the Administrative Agent, or in connection with such reimbursement shall be limited to one counsel for all the Loans made hereunderAdministrative Agent and Lenders, including all (B) counsel for the Collateral Agent and the Securities Intermediary shall be limited to one counsel for such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Person and (ivC) subject counsel for the Collateral Administrator shall be limited to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:one counsel for such Person.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead ArrangersCanadian Administrative Agent, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one primary U.S. and one primary Canadian counsel for the Agent Administrative Agent, the Canadian Administrative Agent, the Arrangers and their Affiliates, and if deemed necessary by the Joint Lead ArrangersAdministrative Agent, one local counsel in each applicable jurisdiction, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities facility provided for herein, the preparation and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the 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 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 Agent and its AffiliatesAdministrative Agent, the Canadian Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andCanadian Administrative Agent, in the case of a conflict of interestany Arranger, one additional counsel per group of affected parties)any Issuing Bank or any Lender, in connection with the 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 documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit. Subject to the provisions of Sections 5.09, 5.12 and (iv) 5.13, expenses subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into reimbursement by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable and documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses (including due diligence expenses, syndication expenses, consultant’s fees and expenses, travel expenses, and reasonable fees, charges and disbursements of one counsel and if reasonably required by the Administrative Agent, local counsel or specialist counsel, and, if counsel for the Administrative Agent determines in good faith that there is a conflict of interest that requires separate representation for any Agent, any Bookrunner, the Issuing Bank or any Lender, one additional counsel for each Person subject to such conflict of interest) incurred by the Bookrunners, the Administrative Agent, and their respective Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, Issuing Bank in connection with the syndication issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (iiiii) all reasonable and documented out-of-pocket expenses incurred by any Agent, the Agent and its AffiliatesBookrunners, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both Bookrunners, the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), Issuing Bank or any Lender in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreementincluding due diligence expenses, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one counsel for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the revolving credit facilities facility provided for herein, the preparation preparation, execution and delivery of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe negotiation, modifications payment, amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated)any demand for payment thereunder, (iii) all reasonable documented out-of-pocket expenses of the Administrative Agent, the Lenders, the Swing Line Lender and the Issuing Bank in connection with any restructuring or workout of the transactions contemplated by this Agreement or any other Loan Document, including, prior to the occurrence and continuation of any Event of Default, the reasonable out-of-pocket expenses of one counsel for the Administrative Agent and the Lenders and, during the occurrence and continuation of any Event of Default, one counsel for the Administrative Agent and one counsel for the Lenders, and (iv) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank, the Swing Line Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both Issuing Bank, the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Swing Line Lender or any Lender, in connection with the enforcement, collection 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 . The Borrower shall also pay all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in connection with the administration creation and perfection of the security interests contemplated by the Loan Documents. Expenses reimbursable by , including all filing, recording and similar fees and the Borrower under this Section include, without limiting the generality reasonable fees and disbursements of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred counsel in connection with:therewith.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead ArrangersSyndication Agent, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective AffiliatesAffiliates (without duplication), including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPLLP and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel for in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the Agent and the Joint Lead Arrangerscase of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation preparation, execution, delivery and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and 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, (iii) all out-of-pocket costs and reasonable and documented or invoiced expenses of the Administrative Agent incurred in connection with the creating, perfecting, recording, maintaining and preserving Liens in favor of the Administrative Agent for the benefit of the Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and other charges of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent may reasonably request in respect of the Collateral or the Liens created 131 pursuant to the Collateral Agreement and (iv) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Agent and its AffiliatesAdministrative Agent, each Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, the Issuing Banks and the Lenders, in connection with any amendments, modifications the enforcement or waivers of the provisions protection of any rights or remedies (A) in connection with the Loan Documents (whether or not the transactions contemplated thereby shall be consummatedincluding all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (iiiB) in connection with the Loans made or Letters of Credit issued hereunder, including all reasonable documented such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a an actual or reasonably perceived conflict of interest, one additional counsel and one local counsel per group of affected parties), in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:party.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket out‑of‑pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective AffiliatesCredit Suisse Securities (USA) LLC, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for hereinherein on the Original Closing Date, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its AffiliatesCredit Suisse Securities (USA) LLC, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Bank and the Swingline Lender or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and the Lenders (provided that the Borrower shall not be obligated to pay for more than one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders as a single group in each relevant jurisdiction andjurisdiction, except in the case of a an actual or reasonably likely conflict of interest, one additional counsel per group interest in respect of affected partieslitigation), in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents; provided that the Borrower shall not be required to reimburse any of the foregoing expenses in the event the Original Closing Date does not occur. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) 36. The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication 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 of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Lender, in connection with the enforcement, collection 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 hereunder, including all such reasonable documented out-of-of pocket expenses incurred during in connection with (x) any bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) any judicial or regulatory proceedings and (z) any workout, restructuring or related other negotiations in respect of such Loans, or proceedings (whether or not any thereof is consummated) and (iv) subject to all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by the Security Documents or any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documentsdocument referred to therein. Expenses reimbursable by the Borrower under this Section include, without Without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, expenses being reimbursed by the Borrower under this Section include all reasonable documented out-of-pocket costs and expenses incurred in connection with:with (i) taxes, fees and other charges for lien and title searches, title insurance, recording the Mortgages, filing financing statements and continuations thereof and other actions to perfect, protect and continue the Liens under the Security Documents and (ii) sums paid or incurred by the Administrative Agent or any Lender to take any action required of any Obligor under the Loan Documents that such Obligor fails to pay or take.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable documented fees and reasonable out-of-pocket expenses incurred by of the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, Administrative Agent (including the reasonable fees, disbursements and other charges and disbursements of CravathXxxxxx Price, Swaine & Xxxxx LLPP.C., special counsel for to the Agent and the Joint Lead Arrangers, in connection Administrative Agent) associated with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation preparation, execution and delivery of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated); and (B) in connection with any enforcement of the Loan Documents, (iiii) all reasonable documented fees and out-of-pocket expenses incurred by of the Agent, the Issuing Banks or the Lenders, Administrative Agent (including the reasonable documented fees, disbursements and other charges and disbursements of any a single counsel for the Agent Administrative Agent) incurred during the continuance of a Default, (ii) all such fees and for one law firm retained by expenses of the Lenders (and one local counsel for both the Administrative Agent and the Lenders in each relevant jurisdiction and(including the reasonable fees, in disbursements and other charges of counsel for the case Administrative Agent and the Lenders, which may be separate counsel) incurred during the continuance of a conflict an Event of interestDefault; and (C) all reasonable, one additional counsel per group of affected parties)documented, in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workoutcosts, restructuring or related negotiations in respect expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of such Loans, and (ivcounsel for the Administrative Agent) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeconnection with any filing, without limiting the generality of the foregoingregistration, subject to any other applicable provision recording or perfection of any security interest contemplated by any Loan Document, reasonable documented out-of-pocket costs and expenses Document or incurred in connection with:with any release or addition of Collateral after the Closing Date.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeshall, jointly and severally, to pay all (i) all reasonable and documented out-of-pocket expenses incurred by of the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangersits Affiliates, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksan Electronic System or Approved Electronic Platform) of the credit facilities provided for hereinherein and the preparation, the preparation execution, delivery and administration of the Loan Documents and related documentationany amendment or waiver with respect thereto (including the reasonable and documented fees, disbursements and other charges of counsel (but limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one counsel to the Administrative Agent as counsel to the Administrative Agent and its Affiliates and, solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole and, if reasonably necessary, of one local counsel in any relevant local jurisdiction to such Persons, taken as a whole)), and any amendments, modifications or waivers of the 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 the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lenders, any Lender (including the reasonable and documented fees, disbursements and other charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andbut limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional counsel per group of to all affected parties, taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to such Persons, taken as a whole)), in connection with the 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 documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of Credit. Expenses being reimbursed by the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Parties under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Documentreasonable and documented fees, reasonable documented out-of-pocket costs and expenses incurred in connection with:: 141

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners Arrangers listed on the cover of this Agreement, page hereof and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one counsel for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein (whether or not the preparation of the Loan Documents and related documentationtransactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal one primary counsel to for the Administrative Agent, in connection with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) all reasonable documented 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 and (iv) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Loans or Letters of Credit; provided that the Borrower shall not be liable for the reasonable fees and expenses of more than one separate law firm (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into which shall be selected by the Borrower Administrative Agent and reasonably acceptable to the Required Lenders) at any one time for the Administrative Agent and the Lenders as a whole (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any one time for the Administrative Agent with respect theretoand the Lenders as a whole); provided, all reasonable documented out-of-pocket expenses incurred by the Agent further, that in the administration case of a conflict of interest where the Loan Documents. Expenses reimbursable Lenders affected by such conflict inform the Borrower under this Section of such conflict, the Borrower shall also be responsible for the reasonable fees and expenses of such additional counsel (which shall be reasonably acceptable to each such Lender and shall include, without limiting the generality of the foregoingif necessary, subject local and regulatory counsel in each appropriate jurisdiction and regulatory field) as is necessary to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:eliminate such conflict.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable documented reasonable, out-of-pocket expenses incurred by the AgentAgents, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single New York counsel for the Agent Applicable Administrative Agents and such special and local counsel as the Joint Lead ArrangersApplicable Administrative Agents may deem appropriate in their good faith discretion, in connection with the syndication 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 and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with or any amendments, modifications or waivers of the provisions of any the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the performance of its duties pursuant to the provisions of the Loan Documents and (iv) all reasonable out-of-pocket expenses incurred by each Agent, the any Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of a single outside counsel, (in addition to any reasonably necessary special counsel for the Agent and for one law firm retained by the Lenders (and up to one local counsel for both the Agent and the Lenders in each relevant jurisdiction applicable local jurisdiction), for the Administrative Agent, any Issuing Bank or any Lender selected by the Administrative Agent (and, in the case event of a conflict of interestconflict, one additional counsel per group of for the affected partiesparties and any reasonably required special counsel and local counsel), in connection with the 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 hereunder, and Letters of Credit issued hereunder including all such reasonable documented out-of-of pocket expenses incurred during in connection with any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into Credit. Expenses being reimbursed by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeExcept as otherwise limited herein, the Borrowers shall jointly and severally, to severally pay (i) all reasonable documented out-of-pocket expenses incurred by the Agents, the Syndication Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this AgreementDocumentation Agent, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents, outside consultants for the Agents, appraisers, and the Joint Lead Arrangersfor commercial finance examinations, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) arrangement of the credit facilities provided for herein, the preparation and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Agent and its AffiliatesAgents, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel and any outside consultants for the Agent Agents, any Issuing Bank or any Lender, for appraisers, commercial finance examinations, and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)environmental site assessments, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Loans or Letters of Credit; provided that the Lenders who are not the Agents or the Issuing Banks 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 (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeshall, jointly and severally, to pay promptly following written demand (including documentation supporting such request) all (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravathone outside counsel (plus, Swaine & Xxxxx LLPif necessary, one local counsel in any relevant jurisdiction and one counsel with respect to any specialized matters) for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksan Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and related documentationany amendments, modifications or waivers of the 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 the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any a single counsel for the Agent Administrative Agent, the Issuing Bank or any Lender, taken as a whole, plus one additional local counsel and one additional specialist counsel in each other jurisdiction and with respect to each specialty (and, in light of actual or perceived conflicts of interest or the availability of different claims or defenses, one additional counsel for one law firm retained by the each similarly affected group of Lenders (taken as a whole) and, if necessary, one additional local counsel and one local additional specialist counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per and with respect to each specialty for such affected group of affected partiesLenders), in connection with the 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 documented out-of-pocket of‑pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of Credit. Expenses being reimbursed by the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Parties under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Documentfees, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, each of the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx Xxxxxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one firm of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any one firm of counsel (and, if necessary, of a single separate firm of local counsel in each appropriate material jurisdiction) for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the 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 documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of Agreement and the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect theretoDocuments, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents, including the reasonable documented fees, charges and disbursements of one firm of counsel (and, if necessary, of a single separate firm of local counsel in each appropriate material jurisdiction). Expenses reimbursable by the Borrower Borrowers under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLPXxxxxxxx, counsel for the Agent and the Joint Lead ArrangersAgents, in connection with the syndication and distribution (including, without limitation, via the internet Internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one outside legal counsel to the AgentAgents, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Agents or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Agents and for one law firm retained by the Lenders (and one local counsel for both unless the Agent and the interests of any Lender or group of Lenders in each relevant jurisdiction andare sufficiently divergent, in the which case of a conflict of interest, one additional counsel per for each such Lender or group of affected partiesLenders may be retained), in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Administrative Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred expensesincurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine ofCahill Xxxxxx & Xxxxx Reindel LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (includingdistribution(including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities creditfacilities provided for herein, herein and the preparation of the Loan Documents and related documentation, (ii) all ii)all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable thereasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendmentsanyamendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions thetransactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses pocketexpenses incurred by the Agent, the Issuing Banks Agent or the Lenders, including the reasonable documented fees, charges anddisbursements of one firm of counsel to the Agent and disbursements of any the Lenders taken as a whole and one firm oflocal counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant applicable jurisdiction and, in the case of a conflict of interest, one (and such additional counsel per asthe Agent or any Lender or group of affected partiesLenders determines are necessary in light of actual or potentialconflicts of interest or the availability of different claims of defenses), in connection with the enforcementtheenforcement, collection or protection of its rights in connection with the Loan Documents, including its rights itsrights under this Section, or in connection with the Term Loans made hereunderand other extensions of credit madehereunder, including all such reasonable documented out-of-pocket expenses incurred during any workoutanyworkout, restructuring or related negotiations in respect of such Term Loans, and (iv) subject to any other anyother provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the bythe Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred expensesincurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower theBorrower under this Section 9.03 include, without limiting the generality of the foregoing, subject to any other anyother applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses andexpenses incurred in connection with:with:(A) lien and title searches and title insurance; and-119-

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Company shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, each of the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Co-Collateral Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxxxxx LLP, counsel for the Agent Agent, and the Joint Lead Arrangersof Otterbourg, Steindler, Houston and Xxxxx, P.C., counsel to Xxxxx Fargo Bank, National Association, as a Co-Collateral Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its the Co-Collateral Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the AgentAgent and the Co-Collateral Agents, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Co-Collateral Agents, Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent, for any Co-Collateral Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of absent a conflict of interest, interest in which case the Lenders may engage and be reimbursed for one additional counsel per group of affected partiescounsel), in connection with the 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 documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans of Letters of Credit, and (iv) subject to any other provisions of this Agreement, of Agreement and the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect theretoDocuments, all reasonable documented out-of-pocket expenses incurred by the Agent and the Co-Collateral Agents in the administration of the Loan Documents. Expenses reimbursable by the Borrower Company under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable fees and reasonable and documented out-of-pocket expenses incurred by the Agent, of each Agent and the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, Arrangers (including the reasonable fees, disbursements and other charges and disbursements of Cravath, Swaine Shearman & Xxxxx Sterling LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Agents) associated with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation preparation, execution and delivery of the Loan Documents and related documentation(in the case of the Administrative Agent) any amendments, modifications or supplements of the provisions hereof requested by the Borrower (iiwhether or not the transactions contemplated hereby or thereby shall be consummated) and the reasonable fees and expenses of any trustee appointed pursuant to Section 8.01(d) in connection with its services under the applicable Aircraft Security Agreement, as separately agreed between the Borrower and such trustee; and (B) in connection with any enforcement of the Loan Documents, all reasonable fees and documented out-of-pocket expenses incurred by the of each Agent and its Affiliates, any trustee appointed pursuant to Section 8.01(d) (including the reasonable fees, disbursements and other charges of counsel for the Agents and disbursements of outside legal such trustee and one local counsel to the Agentfor each relevant jurisdiction, and, in connection with any amendmentseach case, modifications or waivers if necessary in the case of an actual conflict of interest, an additional counsel in each such applicable jurisdiction) and each Lender (including the provisions reasonable fees, disbursements and other charges of any Loan Documents counsel for such Lender) incurred during the continuance of a Default and (whether or not the transactions contemplated thereby shall be consummated), (iiiC) all reasonable documented reasonable, documented, out-of-pocket expenses costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of counsel for the Collateral Agent) incurred by the AgentCollateral Agent or any trustee appointed pursuant to Section 8.01(d) in connection with any filing, registration, recording or perfection of any security interest as required by the applicable Collateral Document or incurred in connection with any release or addition of Collateral after the Closing Date; provided, however, that, so long as no Event of Default shall have occurred and be continuing, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Borrower shall not, in connection with this Section 10.04(a), be responsible hereunder for the enforcementreasonable fees and expenses of more than one such firm of separate counsel, 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject addition to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:local counsel.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severallyU.S. Borrower shall pay (and, to pay the extent directly attributable to the facilities provided to any Foreign Borrower hereunder, each Foreign Borrower shall severally and not jointly with the U.S. Borrower be obligated to pay) (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Agent, and each other local non-U.S. counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders all such parties, taken as a whole (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, solely in the case of a conflict of interest, one additional counsel per for each group of affected partiesparties and if reasonably necessary, one local counsel per relevant jurisdiction but excluding allocated fees and costs of in-house counsel), in connection with the 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 and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal a single counsel for the Administrative Agent and Xxxxxxx Xxxxx Xxxxxx, Xxxxxx & Xxxxx, up to one local and regulatory counsel in each applicable local jurisdiction in which such local or regulatory counsel is reasonably determined to be necessary by the AgentAdministrative Agent and one or more additional counsel if one or more conflicts of interest, or perceived conflicts of interest, arise, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable and documented 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 and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank, the Swing Line Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel counsel, for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both Issuing Bank, the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Swing Line Lender or any Lender, in connection with the enforcement, collection 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 documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-out of pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including (x) the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one counsel for the Administrative Agent and (and, to the Joint Lead Arrangersextent the Administrative Agent reasonably requires, additional legal counsel in any jurisdiction located outside of the State of New York (including the jurisdiction of any other State of the United States or any foreign jurisdiction)), in connection with the due diligence related to the Transactions, the syndication 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 Loan Documents provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) , (y) the reasonable and related documentationdocumented out-of-pocket costs incurred by the Administrative Agent in connection with the inspection of the proposed Borrowing Base Properties on an annual basis and (z) the reasonable and documented out-of-pocket cost incurred by the Administrative Agent and an insurance consultant and for the review of Appraisals, Environmental Reports and PNAs, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated)any demand for payment thereunder, (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection 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 hereunder, including all such reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, Loans or Letters of Credit and (iv) subject to any and all costs, expenses, taxes, assessments and other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses charges incurred in connection with: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 Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication 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 of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Lender, in connection with the enforcement, collection 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 hereunder, including all such reasonable documented out-of-of pocket expenses incurred during in connection with (x) any bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) any judicial or regulatory proceedings and (z) any workout, restructuring or related other negotiations in respect of such Loans, or proceedings (whether or not any thereof is consummated) and (iv) subject to all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by the Security Documents or any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documentsdocument referred to therein. Expenses reimbursable by the Borrower under this Section include, without Without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, expenses being reimbursed by the Borrower under this Section include all reasonable documented out-of-pocket costs and expenses incurred in connection with:with (i) taxes, fees and other charges for lien and title searches, title insurance, recording the Mortgages, filing financing statements and continuations thereof and other actions to perfect, protect and continue the Liens under the Security Documents and (ii) sums paid or incurred by the Administrative Agent or any Lender 115 to take any action required of any Obligor under the Loan Documents that such Obligor fails to pay or take.

Expenses Indemnity Damage Waiver. (af) The Loan Parties agreeU.S. Borrower shall pay (and, to the extent directly attributable to the facilities provided to any Foreign Borrower hereunder, each Foreign Borrower shall jointly and severally, severally with the U.S. Borrower be obligated to pay pay) (i) all reasonable documented out-of-pocket out‑of‑pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Bank, the LC Facility Issuing Bank or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Agent, the Issuing Bank and the LC Facility Issuing Bank and for one law firm retained by the Lenders (and one local such additional counsel for both as the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per or any Lender or group of affected partiesLenders determines are necessary in light of actual or potential conflicts of interest or the availability of different claims of defenses), in connection with the 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 and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead ArrangersCollateral Agent, the financial institutions identified as Co-Syndication Agents, the Co-Documentation Agents, the Co-Lead Arrangers and Joint Bookrunners named on the cover page of this AgreementAgreement (who shall be third party beneficiaries of the agreements contained in this Section 9.03) (collectively, the “Agent/Arranger Parties”) and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents and the Joint Lead Arrangerscharges of Intralinks/IntraAgency, Syntrak or another relevant website or other information platform, in connection with the syndication 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 and related documentationor 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 of any Issuing Bank, including the reasonable and documented fees, charges and disbursements of counsel, incurred by such 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 Agent and its AffiliatesAdministrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)any such Person, in connection with the enforcement, collection enforcement or protection of its or their rights in connection with this Agreement and the other 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations negotiations; provided that, in respect the case of reimbursement of counsel, the Borrower's obligations shall be limited to the reasonable fees, disbursement and other charges of one counsel for the Administrative Agent, one counsel to the Joint Bookrunners and one counsel to the other Lenders (as a group) and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Joint Bookrunners and the other Lenders (as a group), and, in the case of actual or reasonably perceived conflicts of interest, where one or more of the Administrative Agent, the Joint Bookrunners and the other Lenders affected by such conflict informs the Borrower of such Loans, conflict and (iv) subject to any other provisions of this Agreementthereafter retains its own counsel, of the Loan Documents or another firm of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:counsel for such affected Person.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including but in the case of legal fees and expenses limited to the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication 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 any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated)any demand for payment thereunder, and (iii) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Swingline Lenders, the Issuing Banks or Bank and the Lenders, including the reasonable and documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both Swingline Lenders, the Agent Issuing Bank and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lenders, in connection with the enforcement, collection enforcement or protection of its rights in connection with the Loan Documentsthis FIRST AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 81 Agreement, 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 any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit; provided that, and with respect to reimbursement under this subsection (iv) subject to any other provisions of this Agreementiii), the obligation of the Loan Documents or Borrower to reimburse fees, charges and disbursements of any separate agreement entered into by counsel is limited to one counsel for the Administrative Agent and one counsel for the other entitled parties collectively, except that, if an actual conflict exists, the Borrower shall be responsible for the reasonable and the Agent with respect thereto, all reasonable documented out-of-pocket legal costs for additional counsel for each such party subject to such conflict. Notwithstanding the foregoing, legal fees and expenses incurred by the Agent owed to an Indemnitee in the administration of the Loan Documents. Expenses reimbursable connection with an indemnity claim shall only be payable by the Borrower under this Section include, without limiting in accordance with the generality terms of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:clause (b) below.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Joint Lead ArrangersSyndication Agent, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arrangers and their respective AffiliatesAffiliates (without duplication), including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPMxxxx LLP and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel for in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the Agent and the Joint Lead Arrangerscase of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation preparation, execution, delivery and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and 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, (iii) all out-of-pocket costs and reasonable and documented or invoiced expenses of the Administrative Agent incurred in connection with the creating, perfecting, recording, maintaining and preserving Liens in favor of the Administrative Agent for the benefit of the Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and other charges of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent may reasonably request in respect of the Collateral or the Liens created pursuant to the Collateral Agreement and (iv) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Agent and its AffiliatesAdministrative Agent, each Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, the Issuing Banks and the Lenders, in connection with any amendments, modifications the enforcement or waivers of the provisions protection of any rights or remedies (A) in connection with the Loan Documents (whether or not the transactions contemplated thereby shall be consummatedincluding all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (iiiB) in connection with the Loans made or Letters of Credit issued hereunder, including all reasonable documented such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a an actual or reasonably perceived conflict of interest, one additional counsel and one local counsel per group of affected parties), in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:party.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable documented fees and reasonable out-of-pocket expenses incurred by of the Agent, Administrative Agent and the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, Arrangers (including the reasonable fees, disbursements and other charges and disbursements of CravathMilbank, Swaine Tweed, Xxxxxx & Xxxxx XxXxxx LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Administrative Agent) associated with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation preparation, execution and delivery of the Loan Documents and related documentation, (iiin the case of the Administrative Agent) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated); and (B) in connection with any enforcement of the Loan Documents, (iiii) all reasonable documented fees and out-of-pocket expenses incurred by of the Agent, the Issuing Banks or the Lenders, Administrative Agent (including the reasonable documented fees, disbursements and other charges and disbursements of any a single counsel for the Agent Administrative Agent) incurred during the continuance of a Default, (ii) all such fees and for one law firm retained by expenses of the Lenders (and one local counsel for both the Administrative Agent and the Lenders in each relevant jurisdiction and(including the reasonable fees, in disbursements and other charges of counsel for the case Administrative Agent and the Lenders, which may be separate counsel) incurred during the continuance of a conflict an Event of interestDefault; and (C) all reasonable, one additional counsel per group of affected parties)documented, in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workoutcosts, restructuring or related negotiations in respect expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of such Loans, and (ivcounsel for the Administrative Agent) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeconnection with any filing, without limiting the generality of the foregoingregistration, subject to any other applicable provision recording or perfection of any security interest contemplated by any Loan Document, reasonable documented out-of-pocket costs and expenses Document or incurred in connection with:with any release or addition of Collateral after the Closing Date.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severallyU.S. Borrower shall pay (and, to pay the extent directly attributable to the facilities provided to any Foreign Borrower hereunder, each Foreign Borrower shall severally and not jointly with the U.S. Borrower be obligated to pay) (i) all reasonable documented out-of-pocket out‑of‑pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx LLPXxxxxxx llp, counsel for the Agent, and each other local non-U.S. counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Issuing Banks and the Lenders (and one local such additional counsel for both as the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per or any Lender or group of affected partiesLenders determines are necessary in light of actual or potential conflicts of interest or the availability of different claims of defenses), in connection with the 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 and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:: 159

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeU.S. Borrower shall pay (and, to the extent directly attributable to the facilities provided to the U.K. Borrower hereunder, the U.K. Borrower shall jointly and severally, severally with the U.S. Borrower be obligated to pay pay) (i) all reasonable documented out-of-out of pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLPSidley Austin LLP, counsel for the Agent and the Joint Lead ArrangersAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Joint Bookrunners, the Agent, the Syndication Agent, the Auction Manager, the Documentation Agent, the Issuing Banks Bank, the Swingline Lender, the Senior Tranche Issuing Bank, the LC Facility Issuing Bank or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local such additional counsel for both as the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per or any Lender or group of affected partiesLenders determines are necessary in light of actual or potential conflicts of interest or the availability of different claims of defenses), in connection with the 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 Loans, Senior Tranche Advances and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans and Senior Tranche Advances, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents, and (v) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrowers and the Auction Manager with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Auction Manager in the administration of the Loan Documents or any agreement entered into in connection therewith. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, Borrowers shall jointly and severally, to severally pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of outside legal counsel to for the Agent, the Issuing Lenders and the Lenders, taken as a whole, outside consultants for the Agent for appraisals and field examinations, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lenders 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 Agent, the Issuing Banks Lenders or the Lendersany Lender, including the reasonable and documented fees, charges and disbursements of counsel and any counsel outside consultants for the Agent Agent, the Issuing Lenders or any Lender, for appraisals, field examinations, and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)environmental site assessments, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit; provided that the Administrative Agent, the Collateral Agent, the Issuing Lenders, the Second Amendment Arrangers and the Lenders, taken as a whole, shall be entitled to no more than one counsel and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Persons, taken as a whole (absent a conflict of interest in which case such affected person may engage and be reimbursed for additional counsel). (b) The Borrowers shall, jointly and severally, indemnify the Agent, each Arranger, each Syndication Agent, each Documentation Agent, each Issuing Lender and each Lender, and each Related Party of any of the foregoing Persons (iveach such Person being called an “Indemnitee”) subject to against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of counsel for the Indemnitees and of any separate counsel that may be required in light of any conflicting interests among Indemnitees, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other provisions agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of this Agreement, their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any separate agreement entered into refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower and or any of the Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of the Subsidiaries, (iv) the failure of a Borrower to deliver to the Agent the required receipts or other required documentary evidence with respect theretoto a payment made by a Borrower for Taxes pursuant to Section 2.28, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeor (v) any actual or prospective claim, without limiting the generality litigation, investigation or proceeding relating to any of the foregoing, subject to whether or not such claim, litigation, investigation, arbitration or proceeding is brought by any Borrower or their respective equity holders, Affiliates, creditors or any other applicable provision of third Person and whether based on contract, tort or any Loan Document, reasonable documented out-of-pocket costs other theory and expenses incurred in connection with:138

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger and their respective Affiliates without duplication, including the Joint Lead Arrangersreasonable and documented fees, the financial institutions identified charges and disbursements of one primary counsel and if reasonably necessary, one firm of local counsel in each jurisdiction as the Joint Bookrunners on Administrative Agent shall deem advisable in connection with the cover creation and perfection of the security interests in the Collateral provided under the Loan Documents (and such additional counsels otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the structuring, arrangement and syndication of the 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 and any amendments, modifications and 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 the Administrative Agent, any Arranger, any Issuing Lender, the Swingline Lender or any Lender and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for any of the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)foregoing, in connection with the enforcement, collection enforcement 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans; provided that the fees, charges and (iv) subject disbursements of counsel required to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into be paid by the Borrower pursuant to this clause (ii) shall be limited to (A) one counsel to the Administrative Agent and for the Agent with respect theretoLenders (taken together as a single group or client), all reasonable documented out-of-pocket expenses incurred by (B) if reasonably necessary, one local counsel in jurisdictions material to the Agent in the administration interests of the Loan Documents. Expenses reimbursable Lenders taken as a whole (which may include a single special counsel acting in multiple jurisdictions) (C) additional counsel retained with the Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed) and (D) if representation of the Administrative Agent and/or all Lenders in such matter by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual or potential conflict of interest and such party informs the Borrower under this Section includeof such conflict prior to retaining additional counsel, without limiting the generality of the foregoing, one additional counsel for each party subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:such conflict.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Syndication Agents, the Co-Documentation Agents, the Joint Lead Arrangers, the financial institutions identified as the Arrangers and Joint Bookrunners named on the cover page of this AgreementAgreement (who shall be third party beneficiaries of the agreements contained in this Section 9.03) (collectively, the “Agent/Arranger Parties”) and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent Agents and the Joint Lead Arrangerscharges of Intralinks/IntraAgency, Syntrak or another relevant website or other information platform, in connection with the syndication 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 and related documentationor 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 of any Issuing Bank, including the reasonable and documented fees, charges and disbursements of counsel, incurred by such 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 Agent and its AffiliatesAdministrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)any such Person, in connection with the enforcement, collection enforcement or protection of its or their rights in connection with this Agreement and the other 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations negotiations; provided that, in respect the case of reimbursement of counsel, the Borrower’s obligations shall be limited to the reasonable fees, disbursement and other charges of one counsel for the Administrative Agent, one counsel to the Joint Bookrunners and one counsel to the other Lenders (as a group) and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Joint Bookrunners and the other Lenders (as a group), and, in the case of actual or reasonably perceived conflicts of interest, where one or more of the Administrative Agent, the Joint Bookrunners and the other Lenders affected by such conflict informs the Borrower of such Loans, conflict and (iv) subject to any other provisions of this Agreementthereafter retains its own counsel, of the Loan Documents or another firm of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:counsel for such affected Person.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeWithin 30 days after receipt of a written request, jointly and severallytogether with customary backup documentation in reasonable detail, to the Borrower shall pay (i) all reasonable and documented (in reasonable detail) out-of-pocket expenses incurred by the Agent, Arrangers and the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective Affiliates, including the reasonable fees, disbursements and other charges and disbursements of Cravath, Swaine & Xxxxx LLP, legal counsel for the Administrative Agent and one firm of outside counsel for the Joint Lead ArrangersFILO Lenders, in connection with the syndication 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 Loan Documents provisions hereof, the reasonable fees and related documentationexpenses of consultants and appraisal firms in connection with inventory appraisals and field examinations required hereunder and the Administrative Agent’s standard charges for examination activities and appraisal reviews, (ii) all out-of-pocket expenses incurred by 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 (in reasonable detail) out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesor any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)or any Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with this Agreement or the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunderSection 9.3(a), including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to or during any other provisions of this Agreementlegal proceeding, of including any proceeding under any Debtor Relief Law; provided, that the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrower’s obligations under this Section include, without limiting the generality 9.3(a) for fees and expenses of legal counsel shall be limited to fees and expenses of (x) one primary outside legal counsel in each of the foregoingUnited States for all Persons described in clauses (i) and (ii) above, subject taken as a whole (other than the FILO Lenders taken as a whole, who shall be entitled to any other applicable provision one primary outside counsel of their own), (y) in the case of any Loan Documentactual or reasonably perceived conflict of interest, reasonable documented out-of-pocket costs one outside legal counsel for each group of affected Persons similarly situated, taken as a whole, in each appropriate jurisdiction and expenses incurred (z) if necessary, one local or foreign legal counsel in connection with:each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions).

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrowers agree, jointly and severally, to pay (i) all reasonable and documented out-of-pocket expenses (including, without limitation, the fees and expenses incurred in connection with any field examination and any appraisal of any of the Collateral, any environmental reviews, and the reasonable fees and documented expenses of other advisors and professionals engaged by the Administrative Agent or the Lead Arranger in consultation with the Company) incurred by any Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Arranger and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of Cravathone primary counsel designated by the Administrative Agent (and appropriate local counsel in applicable local jurisdictions, Swaine & Xxxxx LLP, but limited to one local counsel in each such jurisdiction) for the Agent Agents and the Joint Lead ArrangersArranger, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with or any amendments, supplements, modifications or waivers of the provisions of any Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket and documented expenses incurred by the Agent, the Issuing Banks or the Lenders, (including the reasonable and documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained Agents, the Issuing Bank and/or any Lender) incurred by the Lenders 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 out-of-pocket and one local documented expenses incurred by any Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel or other professional consultants for both any Agent, the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection enforcement or protection of its their rights in connection with the Loan Documents, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel or other professional consultants for any Agent, the Issuing Bank or any Lender) incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit; provided that the Agents, Issuing Banks and (iv) subject Lenders shall be entitled to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into reimbursement for no more than one counsel representing all such parties as designated by the Borrower Administrative Agent (and the Agent with respect theretoappropriate local counsel in applicable local jurisdictions, all reasonable documented out-of-pocket expenses incurred but limited to one local counsel in each such jurisdiction, as designated by the Agent Administrative Agent) (absent a conflict of interest in which case the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeAgents, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs Issuing Bank and expenses incurred in connection with:Lenders who are similarly situated may engage and be reimbursed for additional counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeshall, jointly and severally, to pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective its Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent (limited, in the case of legal fees and expenses, to the Joint reasonable and documented out-of-pocket fees, charges and disbursements of one counsel to the Administrative Agent as counsel to the Administrative Agent, the Lead ArrangersArranger and their affiliates and, solely in the case of an actual or potential conflict of interest, one additional counsel to all affected parties, taken as a whole, and, if reasonably necessary, of one local counsel in each relevant local jurisdiction to such persons, taken as a whole), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinksan Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and related documentationany amendments, modifications or waivers of the 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 the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, Issuing Bank in connection with any amendmentsthe issuance, modifications amendment, renewal or waivers of the provisions extension of any Loan Documents (whether Letter of Credit or not the transactions contemplated thereby shall be consummated), any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the 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 related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of Credit. Expenses being reimbursed by the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Parties under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint 177 Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties), in connection with the 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (ad) (e) The Loan Parties agree, jointly and severally, to Borrower shall pay or reimburse: (iA) all reasonable documented fees and reasonable out-of-pocket expenses incurred by of the Agent, Administrative Agent and the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, Arrangers (including the reasonable fees, disbursements and other charges and disbursements of Cravath, Swaine White & Xxxxx Case LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Administrative Agent) associated with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation preparation, execution and delivery of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with due diligence, including Collateral audits (subject to the terms of the applicable Collateral Document) and appraisals) and any amendments, modifications or waivers of the provisions of any Loan Documents hereof (i) requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated)) or (ii) requested by the Administrative Agent or any Lender to cure any ambiguity or to correct or supplement any provision of any Loan Document which is inconsistent with any other provision of the Loan Documents; (B) in connection with any enforcement of the Loan Documents, (iii) all reasonable documented fees and out-of-pocket expenses incurred by of the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Administrative Agent and the Lenders (subject to the proviso at the end of this paragraph); and (C) all reasonable, documented, out-of-pocket costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of counsel for the Administrative Agent) incurred by the Administrative Agent in each relevant jurisdiction connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or incurred in connection with any release or addition of Collateral after the Closing Date; provided that, notwithstanding anything in the foregoing to the contrary, with respect to reasonable fees and 148 expenses of counsel, the Borrower shall only be obligated to reimburse the reasonable fees and expenses of one primary outside counsel and one FAA counsel (and, in the case of enforcement of the Loan Documents, if there arises under the applicable legal ethics rules a conflict of interest, as reasonably determined by such primary counsel to the Administrative Agent, such that it would be inappropriate for such primary counsel to represent the Administrative Agent and the Lenders, and one additional counsel per group of affected parties), in connection with the enforcement, collection or protection Lenders notifies the Borrower of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect existence of such Loansconflict and thereafter retains separate counsel, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs fees and expenses incurred in connection with:of one separate counsel from such primary counsel).

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication 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 of any Loan Documents hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Lender or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Lender or any Lender, in connection with the enforcement, collection 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 hereunder, including all such reasonable documented out-of-pocket expenses incurred during in connection with (x) any bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) any judicial or regulatory proceedings and (z) any workout, restructuring or related other negotiations in respect of such Loans, or proceedings (whether or not any thereof is consummated) and (iv) subject to all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by the Security Documents or any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documentsdocument referred to therein. Expenses reimbursable by the Borrower under this Section include, without Without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, expenses being reimbursed by the Borrower under this Section include all reasonable documented out-of-pocket costs and expenses incurred in connection with:with (i) taxes, fees and other charges for lien and title searches, title insurance, recording the Mortgages, filing financing statements and continuations thereof and other actions to perfect, protect and continue the Liens under the Security Documents and (ii) sums paid or incurred by the Administrative Agent or any Lender to take any action required of any Obligor under the Loan Documents that such Obligor fails to pay or take.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i2) all reasonable documented out-of-pocket expenses incurred by the Agent, Administrative Agent and the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Co-Arranger and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAdministrative Agent, in connection with the syndication 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 Subsidiary Guaranties or any amendments, modifications or waivers of the Loan Documents and related documentationprovisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii3) all reasonable documented out-of-pocket expenses incurred by the Agent Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and its Affiliates(4) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or any Lender, including the reasonable fees, charges and disbursements of outside legal any counsel to for the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Lender, in connection with the enforcement, collection enforcement or protection of its rights in connection with this Agreement and the Loan DocumentsSubsidiary Guaranties, including its rights under this Section, or 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 related negotiations in respect of such LoansLoans or Letters of Credit. Attorneys’ fees reimbursed by Borrower in connection with the matters under clause (iii) above shall be for a single law firm per country (unless conflicts (including conflicts between the Administrative Agent, the Co-Arrangers and (iv) subject to any the other provisions of this Agreement, Lenders as determined in the reasonable discretion of the Loan Documents or Required Lenders) otherwise prohibit the engagement of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent a single law firm) plus a single local counsel in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:each jurisdiction where local counsel is reasonably required.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Xxxxxxxx shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Administrative Agent and their respective Affiliates, its Affiliates (including the reasonable fees, charges fees and disbursements expenses of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAdministrative Agent), in connection associated with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for hereinherein and the preparation, negotiation, execution, delivery and administration of this Agreement and the preparation other Credit Documents and any amendment or waiver of the Loan Documents and related documentationprovisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by the Agent and its AffiliatesAdministrative Agent, any Lender or any Issuing Bank (including the reasonable fees, charges fees and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any Issuing Bank; provided that, unless there is a legal conflict of interest, fees and expenses of counsel shall be limited to one primary counsel to the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both to the Administrative Agent and the Lenders in each any relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected partiesjurisdiction), in connection with the enforcement, collection enforcement or protection of its rights in connection with (A) under this Agreement or the Loan other Credit Documents, including its rights under this SectionSection 11.1, 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, workout or restructuring or related negotiations in respect of such LoansLoans or Letters of Credit, and (iv) subject to any civil penalty or fine assessed by OFAC or any other provisions of this AgreementGovernmental Authority against, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses (including counsel fees and expenses) incurred in connection with:with defense thereof by, the Administrative Agent or any Lender as a result of conduct of any Borrower that violates a sanction enforced by OFAC or any other Governmental Authority.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeU.S. Borrower shall pay (and, to the extent directly attributable to the facilities provided to any Foreign Borrower hereunder, each Foreign Borrower shall jointly and severally, severally with the U.S. Borrower be obligated to pay pay) (i) all reasonable documented out-of-pocket out‑of‑pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, herein and the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks Bank, the LC Facility Issuing Bank or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Agent Agent, the Issuing Bank and the LC Facility Issuing Bank and for one law firm retained by the Lenders (and one local such additional counsel for both as the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per or any Lender or group of affected partiesLenders determines are necessary in light of actual or potential conflicts of interest or the availability of different claims of defenses), in connection with the 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 and other extensions of credit made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower Borrowers and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the U.S. Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agreeParent Borrower shall pay, jointly and severallyif the Effective Date occurs, to pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as Administrative Agent and the Joint Bookrunners on the cover of this Agreement, and their respective AffiliatesAffiliates (without duplication), including the reasonable fees, charges and disbursements of CravathXxxxxx Xxxxxx & Xxxxxxx llp (and for any such costs and expenses incurred on or prior to the Effective Date, Swaine the reasonable fees, charges and disbursements of Xxxxxxxx & Xxxxx LLP) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent and the Joint Lead ArrangersBookrunners, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and, with respect to the preparation Administrative Agent, the preparation, execution, delivery and administration of the Loan Documents and related documentationor any amendments, modifications or waivers of the provisions thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and 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 or invoiced out-of-pocket expenses incurred by the Agent and its AffiliatesAdministrative Agent, the Joint Bookrunners, each Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, the Joint Bookrunners, the Issuing Banks and the Lenders, in connection with any amendments, modifications the enforcement or waivers of the provisions protection of any rights or remedies (A) in connection with the Loan Documents (whether or not the transactions contemplated thereby shall be consummatedincluding all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (iiiB) in connection with the Loans made or Letters of Credit issued hereunder, including all reasonable documented such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Agent, the Issuing Banks or the Lenders, including the reasonable documented fees, charges and disbursements of any counsel for the Administrative Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a an actual or reasonably perceived conflict of interest, one additional counsel per group of affected parties)party and, in connection with the enforcement, collection or protection case of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject a material amendment to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Documentconsultation with the Parent Borrower, reasonable documented out-of-pocket costs and expenses incurred in connection with:one additional lead counsel for the Term Lenders taken as a whole.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions of any Loan Documents hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented 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 and (iii) all out-of- Table of Contents pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by Administrative Agent, the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)Issuing Bank or any Lender, in connection with the enforcement, collection 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such LoansLoans or Letters of Credit. The Administrative Agent, the Issuing Bank and each Lender agree, to the extent feasible, and (iv) subject to any other provisions the extent a conflict of this Agreement, interest does not exist in the good faith opinion of the Loan Documents Administrative Agent, the Issuing Bank or of any separate agreement entered into by the Borrower and the Agent Lender, to use one law firm in each applicable jurisdiction in connection with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent matters addressed in the administration of foregoing clause (iii), to the Loan Documents. Expenses reimbursable by extent they seek reimbursement for the Borrower under this Section include, without limiting expenses thereof from the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Borrower.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to pay (i) The Borrower shall pay or reimburse: (A) all reasonable documented fees and reasonable out-of-pocket expenses incurred by of the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, and their respective Affiliates, Administrative Agent (including the reasonable fees, disbursements and other charges and disbursements of Cravath, Swaine & Xxxxx Xxxxxx Xxxxxx Xxxxxxxx LLP, special counsel for to the Agent and the Joint Lead Arrangers, in connection Administrative Agent) associated with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation preparation, execution and delivery of the Loan Documents and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments, modifications or waivers of the provisions of any Loan Documents hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated); and (B) in connection with any enforcement of the Loan Documents, (iiii) all reasonable documented fees and out-of-pocket expenses incurred by of the Agent, the Issuing Banks or the Lenders, Administrative Agent (including the reasonable documented fees, disbursements and other charges and disbursements of any a single counsel for the Agent Administrative Agent) incurred during the continuance of a Default, (ii) all such fees and for one law firm retained by expenses of the Lenders (and one local counsel for both the Administrative Agent and the Lenders in each relevant jurisdiction and(including the reasonable fees, in disbursements and other charges of counsel for the case of a conflict of interestAdministrative Agent and the Lenders, one additional counsel per group of affected parties), in connection which [**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the enforcementSecurities and Exchange Commission. Confidential may be separate counsel) incurred during the continuance of an Event of Default; and (C) all reasonable, collection or protection of its rights in connection with the Loan Documentsdocumented, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workoutcosts, restructuring or related negotiations in respect expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of such Loans, and (ivcounsel for the Administrative Agent) subject to any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section includeconnection with any filing, without limiting the generality of the foregoingregistration, subject to any other applicable provision recording or perfection of any security interest contemplated by any Loan Document, reasonable documented out-of-pocket costs and expenses Document or incurred in connection with:with any release or addition of Collateral after the Closing Date.

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrowers shall pay (i) (x) all reasonable documented out-of-pocket expenses incurred by the Agent, the Joint Lead Arrangers, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agent and the Joint Lead ArrangersAgents, in connection with the syndication 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 of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) and related documentation, (iiy) all reasonable documented out-of-pocket expenses incurred by the Agent Joint Lead Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of outside legal counsel to for the AgentJoint Lead Arrangers, in connection with any amendments, modifications or waivers the syndication and closing of the provisions of any Loan Documents credit facilities provided for herein (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable documented out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by any Agent, the any Issuing Banks Bank or the Lendersany Lender, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction andAdministrative Agent, in the case of a conflict of interest, one additional counsel per group of affected parties)any Issuing Bank or any Lender, in connection with the 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 reasonable documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into Credit. Expenses being reimbursed by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower Borrowers under this Section 9.03 include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:

Expenses Indemnity Damage Waiver. (a) The Loan Parties agree, jointly and severally, to Borrower shall pay (i) all reasonable documented out-of-out of pocket expenses incurred by the Administrative Agent, the Joint Lead ArrangersCollateral Agent, the financial institutions identified as the Joint Bookrunners on the cover of this Agreement, Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine Xxxxx Xxxx & Xxxxx Xxxxxxxx and Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel special New York and regulatory counsel, respectively, for the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, Facilities and the preparation of the Loan Documents and related documentation(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-out of pocket expenses incurred by the Agent Administrative Agent, the Collateral Agent, the Lead Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of outside legal any counsel to 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 of any Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent, the Issuing Banks in connection with the issuance, amendment, renewal or the Lendersextension of any Letter of Credit by it or any demand for payment thereunder and all out-of-pocket expenses incurred by any Lender Party, including the reasonable documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders (and one local counsel for both the Agent and the Lenders in each relevant jurisdiction and, in the case of a conflict of interest, one additional counsel per group of affected parties)any Lender Party, in connection with the enforcement, collection 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 reasonable documented out-of-of pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans, and (iv) subject to any other provisions Loans or Letters of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document, reasonable documented out-of-pocket costs and expenses incurred in connection with:Credit.