Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable 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 the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of a single legal counsel for the Administrative AgentAgent and the Arrangers (and of a single local counsel in each appropriate jurisdiction), in connection with the syndication (prior to the date hereof) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummatedconsummated but subject to the cap on legal expenses and other out-of-pocket expenses agreed with the Administrative Agent), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any one counsel for the Administrative Agent, any Issuing Bank or any LenderLender and a single local counsel in each appropriate jurisdiction (and, in the case of an actual or perceived conflict of interest among such Persons and notice to the Borrower of such conflict, such individual counsel as such affected Persons may retain), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding anything to the contrary, the Borrower shall not have any obligation to pay the fees or expenses of any Lender or the Administrative Agent in connection with any assignment of, or the grant of any participation in, any rights of a Lender under or in connection with this Agreement; provided that the Borrower provisions of this sentence shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition apply to any special counsel and up Lender substituted for a Defaulting Lender pursuant to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseSection 10.13(a).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative AgentAgent (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent and the Arranger (taken as a whole) and, if reasonably necessary, mining counsel and a single local counsel for the Administrative Agent and the Joint Lead Arrangers (taken as a whole) in each relevant jurisdiction and with respect to each relevant specialty), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions Transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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 out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank or any LenderLender (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent and the Joint Lead Arrangers (taken as a whole) and, if reasonably necessary, mining counsel and a single local counsel for the Administrative Agent and the Joint Lead Arrangers (taken as a whole) in each relevant jurisdiction and with respect to each relevant specialty)), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative 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 other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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 out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one firm as counsel for the Administrative Agent (and, in addition to such firm, any local counsel engaged in each relevant jurisdiction by such firm), one firm as counsel for the Issuing Bank (and, in addition to such firm, any local counsel engaged in each relevant jurisdiction by such firm), and one additional firm as counsel for the Lenders (and, in addition to such firm, any local counsel engaged in each relevant jurisdiction by such firm) and additional counsel as the Administrative Agent, any the Issuing Bank or any LenderLender or group of Lenders reasonably determines are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its the Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of one primary counsel (and one additional local counsel in each applicable jurisdiction in the case of any pledge of Equity Interests of a Foreign Subsidiary taken after the Effective Date in accordance with the Loan Documents) for the Administrative 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 other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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 out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided , provided, however, that the Borrower shall not be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Administrative Agent (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) jurisdiction and additional regulatory counsel, in each case for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent) and one additional counsel for all of the other Lenders (and up to one local counsel in each applicable jurisdiction and regulatory counsel, representation in each case for all of all such indemnified persons the other Lenders), unless a Lender or its counsel determines that it is impractical or inappropriate (or would be inappropriate due to the existence of an create actual or potential conflict conflicts of interest; (x) to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseforegoing.

Expenses Indemnity Damage Waiver. (a) The Opco Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesAffiliates (which shall be limited, including in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case, for the Administrative AgentAgent and its Affiliates), 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 provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank the L/C Issuers in connection with the issuance, amendment, renewal amendment 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, any Issuing Bank L/C Issuer or any LenderLender (which shall be limited, including in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of any one firm of counsel for the Administrative Agent (and, to the extent reasonably required by the Administrative Agent, any Issuing Bank one firm of local counsel for the Administrative Agent in each applicable jurisdiction) and one counsel for all of the other Lenders and L/C Issuers (and, to the extent reasonably required by the Lenders, up to one firm of local counsel for all of the other Lenders and L/C Issuers in each applicable jurisdiction), unless a Lender or any Lenderits counsel reasonably determines that it would create actual or potential conflicts of interests to not have individual counsel, in which case similarly affected Lenders may have one additional firm of counsel) in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses (subject to the foregoing limitations with respect to legal fees and expenses) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoans.

Expenses Indemnity Damage Waiver. (a) The Borrower Company 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 counsel counsels for the Administrative 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 other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any one U.S. counsel, one Canadian counsel and one additional local counsel and regulatory counsel in each applicable jurisdiction for the Administrative Agent and one additional counsel for all the Lenders other than the Administrative Agent and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses for the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower . The Administrative Agent shall not be required use its reasonable efforts to reimburse the legal fees and expenses of more than one outside counsel (in addition cause its counsels to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory provide invoices to the Borrower Company covering all fees, charges and the Administrative Agent, representation disbursements of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; counsel within ninety (x90) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those days of the indemnified persons; incurrence of any time or (z) the Borrower shall authorize in writing the Administrative Agent, any expense by such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensecounsel.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay or reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Issuing Banks and its Affiliatesthe Arrangers, including the reasonable fees, charges and documented disbursements of counsel for the Administrative AgentAgents (within 30 days after receipt of a written demand therefor, together with reasonably detailed backup documentation supporting such reimbursement request), in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not but, limited, in the transactions contemplated hereby or thereby shall be consummated)case of legal fees, charges and disbursements, to the reasonable documented and out-of-pocket fees, disbursements and other charges of a single New York counsel to the Administrative Agent, Issuing Banks and Arrangers taken as a whole, and, if reasonably necessary, of a single local counsel to the Administrative Agent, Issuing Banks and Arrangers taken as a whole in any relevant jurisdiction) and (ii) all reasonable 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 AgentAgent and the Lenders (within 30 days after the receipt of a written demand therefor, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, together with reasonably detailed backup documentation supporting such reimbursement request) incurred in connection with the enforcement of any rights or protection of its rights in connection with the Loan Documents, including its rights remedies under this SectionAgreement or the other Loan Documents (but, or limited, in connection with the Loans made or Letters case of Credit issued hereunderlegal fees and expenses, including all such to the reasonable documented and out-of-pocket expenses incurred during fees, disbursements and other charges of a single New York counsel to the Administrative Agent and the Lenders taken as a whole, and, if reasonably necessary, of a single local counsel to the Administrative Agent and the Lenders taken as a whole in any workoutrelevant jurisdiction (provided that, restructuring or negotiations in respect of such Loans or Letters of Credit; provided the event that the Administrative Agent or any Lender is advised by counsel that there are conflicts of interest, the Borrower shall not will be required to reimburse the legal fees and expenses of more than pay for one outside counsel (in addition to any special counsel and up to one local additional counsel in each applicable local jurisdiction) relevant jurisdiction for all each similarly affected group of such Persons indemnified taken as a whole)). If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under this clause (a) unlessany Loan Document, (w) in the written opinion such amount may be paid on behalf of outside counsel reasonably satisfactory to the Borrower and such Loan Party by the Administrative AgentAgent in its discretion. For the avoidance of doubt, representation this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim. For the avoidance of all such indemnified persons would be inappropriate due to doubt, the existence term “Lender” shall, for purposes of an actual or potential conflict of interest; (xthis Section 9.03(a) the Administrative Agent, include any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseBank.

Expenses Indemnity Damage Waiver. (a) The Borrower Co-Borrowers shall pay pay, if the Effective Date occurs and the Transactions have been consummated, (i) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Agents, the Issuing Banks, the Swingline Lender, the Lenders and its Affiliatestheir respective Affiliates (without duplication) (limited, including in the case of (x) legal fees and expenses, to the reasonable and documented and invoiced fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction (which may include a single local counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict notifies the Co-Borrowers of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the Administrative Agentaffected Persons similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the consent of Holdings or any Co-Borrower in writing (such consent not to be unreasonably withheld or delayed)), in each case in connection with the syndication of the credit facilities provided for herein, and the preparation preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable and documented and invoiced out-of-pocket costs and 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 and invoiced out-of-pocket expenses incurred by the Administrative any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Agents, the Issuing Banks and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP and, to the extent reasonably determined by the Administrative AgentAgent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict notifies the Co-Borrowers of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Persons similarly situated and (y) the fees and expenses of any Issuing Bank other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the written consent of Holdings or any LenderCo-Borrower (such consent not to be unreasonably withheld or delayed)), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (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, Section 9.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all 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 the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent and its the Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative AgentAgent and Arrangers, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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 out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Arranger, any Issuing Bank or any Lender (other than any Defaulting Lender), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required have no obligation to reimburse the legal fees and expenses of pay fees, charges or disbursements for more than (A) one outside firm of counsel (in addition to any special counsel and up to one local counsel acting for the Administrative Agent in each applicable local jurisdictionjurisdiction and (B) one firm of counsel acting for all Persons indemnified under this clause the Lenders and Issuing Banks in each applicable jurisdiction (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual except that any Lender or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank which in good faith determines that a conflict does or any may exist with such Lender firm shall have reasonably concluded that there may be legal defenses available entitled to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate retain its own conflict-free counsel at the expense of the Borrower’s expense).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay 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 Administrative Agent Commitment Parties (limited, in the case of legal fees and its Affiliatesexpenses, including to the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP and, if reasonably necessary, of a single firm of local counsel to the Commitment Parties in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and disbursements of such other counsel for retained with the Administrative AgentLead Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), in each case incurred in connection with the syndication of Term Facility, and the credit facilities provided for hereinpreparation, the preparation execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), thereof) and (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 out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank each Agent or any Lender, including the fees, charges and disbursements of any counsel for such Agent and the Administrative Agent, any Issuing Bank or any LenderLenders, in connection with the preservation, enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (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, Section 9.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided that the Borrower such counsel shall not be required limited to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special lead counsel and up to one local counsel in each applicable local jurisdictionjurisdiction (exclusive of any reasonably necessary special counsel) for all Persons indemnified under this clause (a) unlessand, (w) in the written opinion case of outside counsel reasonably satisfactory to a conflict of interest, where each Agent or any Lender affected by such conflict notifies the Lead Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential such conflict of interest; (xand thereafter retains its own counsel, one additional counsel) the Administrative Agent, any and such Issuing Bank or any such Lender shall have reasonably concluded that there other counsel as may be legal defenses available to it that are different from or additional to those available to retained with the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Lead Borrower’s expenseconsent (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the expenses of counsel shall not include any allocated costs of in-house counsel.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided, that under this clause (i), the Company shall not be required to pay reasonable costs, fees and expenses for more than one primary counsel for the Administrative Agent and one local counsel for the Administrative Agent in each jurisdiction where local counsel is required by the Administrative Agent unless one or more Lenders determines that the use of one primary counsel would result in an actual conflict of interest, in which case the Company shall also be required to pay reasonable costs, fees and expenses for one additional counsel for the Lenders, (ii) all reasonable out-of-pocket expenses incurred by any 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 out-of-pocket expenses incurred by the Administrative any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that in no event under this clause (iii) shall the Borrower shall not Company be required to reimburse the legal fees and expenses of Lenders for more than one outside primary counsel (in addition to any special counsel the Administrative Agent and up to one local counsel in each applicable local per jurisdiction) , and one counsel for all Persons indemnified under this clause (a) unlessof the other Lenders, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any fees or charges of any financial advisor or other restructuring professional in excess of reasonable fees and charges charged or incurred by such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from financial advisor or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenserestructuring professional.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable reasonable, documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Agent, the Joint Lead Arrangers, the Syndication Agent, the Documentation Agent, the Bookrunners, and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agenttheir respective Affiliates (without duplication), in connection with the syndication of the credit facilities provided for herein, and the preparation preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (or proposed amendments, modifications or waivers, whether or not effective) (limited, in the transactions contemplated hereby or thereby shall case of legal expenses, to the reasonable, documented and invoiced fees and out-of-pocket charges and disbursements of (x) Xxxxxx Xxxxxx & Xxxxxxx LLP, (y) to the extent reasonably determined by the Administrative Agent to be consummatednecessary, one regulatory counsel and (z) to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction, for all such Persons, taken as a whole), (ii) all reasonable reasonable, documented and invoiced out-of-pocket costs and expenses incurred by any 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, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any each Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank or any LenderBanks and the Lenders, in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (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, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all 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 Credit (limited, in the Borrower shall not be required case of legal expenses, to reimburse the legal reasonable, documented and invoiced fees and expenses out-of-pocket charges and disbursements of more than (x) one outside counsel lead counsel, (in addition y) to any special the extent reasonably determined by the Administrative Agent to be necessary, one regulatory counsel and up (z) to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable local jurisdiction) , for all Persons indemnified under this clause (a) unlesssuch Persons, (w) taken as a whole, and, solely in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence case of an actual or potential reasonably perceived conflict of interest; , one additional lead counsel (xand one additional local counsel in each applicable jurisdiction) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those per group of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensesimilarly situated affected parties).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable 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 the Administrative Agent, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank Agent or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank Agent or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank Agent or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of external counsel for the Administrative 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 this Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable 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 the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any external counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the . All legal fees and expenses of more than one outside counsel (in addition to any special counsel and up shall be limited to one local counsel in each applicable local jurisdiction) law firm for all Persons indemnified under this clause Lenders or, if applicable, all Indemnitees (aother than the Administrative Agent which, for the avoidance of doubt, may have separate counsels which fees and disbursements are covered hereby) unlessexcept where (i) conflicts of interest among one or more Lenders (or, if applicable Indemnitees), (wii) the necessity for local counsel, or (iii) other circumstances exist that cause the Required Lenders to determine in good faith that one law firm cannot represent the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation interests of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; Lenders (x) the Administrative Agentor, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseif applicable Indemnitees).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent and its the Joint Lead Arrangers/Joint Bookrunners and their Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative AgentAgent and the Joint Lead Arrangers/Joint Bookrunners and their Affiliates, taken as a whole, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable 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 the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any LenderLender (but in such case limited to, the reasonable out-of-pocket fees, charges and disbursements of one counsel to the Administrative Agent, one counsel to the Lenders (as selected by the Required Lenders other than the Administrative Agent) and, to the extent reasonably necessary, one local counsel in each applicable jurisdiction, and, in the case of a conflict of interest, where the Persons affected by such conflict inform the Borrower in writing prior to obtaining additional counsel, one additional counsel for such Persons affected by such conflict), during the existence of an Event of Default and in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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 out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one firm as counsel for the Administrative Agent (and, in addition to such firm, any local counsel engaged in each relevant jurisdiction by such firm), one firm as counsel for the Issuing Bank (and, in addition to such firm, any local counsel engaged in each relevant jurisdiction by such firm), and one additional firm as counsel for the Lenders (and, in addition to such firm, any local counsel engaged in each relevant jurisdiction by such firm) and additional counsel as the Administrative Agent, any the Issuing Bank or any LenderLender or group of Lenders reasonably determines are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent Agent, the Arrangers and its Affiliatestheir respective Affiliates (in the case of legal fees, including limited to the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent, the Arrangers and their respective Affiliates), 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 hereof herein (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (in the case of legal fees, limited to the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and its Affiliates and, if reasonably necessary, of a single local counsel to the Administrative Agent and its Affiliates in each relevant material jurisdiction, which may be a single local counsel acting in multiple material jurisdictions), in connection with the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof, (iii) all reasonable and documented out-of-pocket costs and 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 and (iiiiv) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any the Issuing Bank Banks or any LenderLender (in the case of legal fees, including limited to the reasonable and documented fees, charges and disbursements of any a single primary counsel for the Administrative Agent and the Issuing Banks and a single primary counsel for the Lenders, along with such specialist counsel as may reasonably be required by the Administrative Agent, any the Issuing Banks or the Required Lenders, and of a single firm of local counsel in each material jurisdiction (and, in the event of a conflict of interest (as reasonably determined by the applicable Administrative Agent, Issuing Bank or any Lender), one additional firm of counsel to each group of similarly affected parties)), in connection with the enforcement or protection of its their respective rights in connection with the Loan Documents, including its their respective rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that . For the Borrower avoidance of doubt, this Section 9.03(a) shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition apply to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons Indemnified Taxes or Other Taxes indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank Section 2.15 or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseExcluded Taxes.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesAffiliates (which shall be limited, including in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case, for the Administrative AgentAgent and its Affiliates), 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 provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank the L/C Issuers in connection with the issuance, amendment, renewal amendment 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, any Issuing Bank L/C Issuer or any LenderLender (which shall be limited, including in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of any one firm of counsel for the Administrative Agent (and, to the extent reasonably required by the Administrative Agent, any Issuing Bank one firm of local counsel for the Administrative Agent in each applicable jurisdiction) and one counsel for all of the other Lenders and L/C Issuers (and, to the extent reasonably required by the Lenders, up to one firm of local counsel for all of the other Lenders and L/C Issuers in each applicable jurisdiction), unless a Lender or any Lenderits counsel reasonably determines that it would create actual or potential conflicts of interests to not have individual counsel, in which case similarly affected Lenders may have one additional firm of counsel) in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses (subject to the foregoing limitations with respect to legal fees and expenses) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoans.

Expenses Indemnity Damage Waiver. (a) The Whether or not the Closing Date occurs, the Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers, the Administrative Agent and its Affiliatestheir Affiliates (other than, prior to the Closing Date, the Excluded Parties) for which receipt of a written request therefor (together with detailed supporting documentation (including line item breakdown) supporting such request is provided) (limited (x) in the case of legal fees, to the reasonable fees, charges and out-of-pocket disbursements of Xxxxx Xxxx & Xxxxxxxx LLP and one counsel for per jurisdiction and (y) in the Administrative Agentcase of any other advisors and consultants, to advisors and consultants approved by the Borrower), 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 and any amendments, modifications or waivers of the provisions hereof (whether or not thereof; provided, that all such expenses incurred prior to the transactions contemplated hereby or thereby Closing Date shall be consummated)paid by the Borrower on the Closing Date if a written request therefor (together with detailed supporting documentation (including line item breakdown) supporting such reimbursement request) is provided within three (3) business days prior to the Closing Date, and (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand Lender for payment thereunder which receipt of a written request therefor (together with detailed supporting documentation (including line item breakdown) supporting such request is provided) (limited (I) in the case of legal fees to the reasonable fees, charges and (iii) all out-of-pocket expenses incurred disbursements of one counsel to the Administrative Agent and the Lenders, taken as a whole, (and one counsel for each appropriate jurisdiction and, solely in the case of actual or potential conflict of interest where the Administrative Agent or such Lender affected by such conflict notifies the Borrower of the existence of such conflict, one additional counsel in each applicable jurisdiction) and (II) in the case of any other advisors and consultants, to advisors and consultants approved by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, Borrower) in connection with the enforcement or protection of its rights in connection with the any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided provided, that in each case, the Borrower shall not be required have no obligation to reimburse the for expenses (including legal fees and expenses of expenses) which have been incurred more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in 60 days from the written opinion date of outside counsel reasonably satisfactory to receipt by the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseinvoice.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Agent, the Joint Bookrunners and its their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative AgentAgent 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 (exclusive of any reasonably necessary special counsel), in connection with the syndication of the credit facilities provided for herein, and the preparation preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated)thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by any 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 Administrative Agent, any each Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement of any rights or protection remedies, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of its rights the Loans or Letters of Credit (A) in connection with the Loan DocumentsDocuments (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, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower such counsel shall not be required limited to reimburse the legal fees one lead counsel and expenses of more than one outside such local counsel (in addition to exclusive of any reasonably necessary special counsel and up to one local counsel counsel) as may reasonably be deemed necessary by the Administrative Agent in each applicable local jurisdiction) relevant jurisdiction for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence Issuing Banks and the Lenders (and, in the case of an actual or potential perceived conflict of interest; (x) interest where the Administrative Agent, Indemnitee affected by such conflict notifies the Borrower of any existence of such Issuing Bank conflict and in connection with the investigating or defending any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or foregoing (zincluding the reasonable fees) the Borrower shall authorize in writing the Administrative Agenthas retained its own counsel, any of another firm of counsel for such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseaffected party).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and its AffiliatesAffiliates (but limited, including in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of one firm of outside counsel for the Administrative Agentto all such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to such Persons, taken as a whole) in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation execution, delivery and administration of the any Loan Documents or and related documentation (but for the avoidance of doubt, only such expenses that are incurred after the Closing Date), including in connection with any amendments, modifications or waivers of the provisions hereof of any Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable 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 AgentLender and each of its Affiliates (but limited, any Issuing Bank or any Lenderin the case of legal fees and expenses, including to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to such Persons, taken as a whole and, solely in the case of an actual or reasonably perceived conflict of interest and disbursements of any to the extent notice thereof is provided to the Borrower, one additional counsel for the Administrative Agent, any Issuing Bank or any Lender, to all affected Persons taken as a whole and one additional local counsel in each relevant jurisdiction to all affected Persons taken as a whole) in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans Loan made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that . Other than to the Borrower shall not be extent required to reimburse be paid on the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for Closing Date, all Persons indemnified amounts due under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to shall be payable by the Borrower and the Administrative Agent, representation within 30 days of all such indemnified persons would be inappropriate due to the existence receipt of an actual or potential conflict of interest; (x) the Administrative Agentinvoice relating thereto, any setting forth such Issuing Bank or any expenses in reasonable detail and together with reasonable backup documentation supporting such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensereimbursement requests.

Expenses Indemnity Damage Waiver. (a) The Borrower Parent shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its the Joint Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of one primary counsel (and one additional local counsel in each applicable jurisdiction in the case of any Foreign Subsidiary Borrower or any pledge of Equity Interests of a Foreign Subsidiary taken after the Effective Date in accordance with the Loan Documents) for the Administrative 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 other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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 out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided , provided, however, that the Borrower Parent shall not be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Administrative Agent (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) jurisdiction and additional regulatory counsel, in each case for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent) and one additional counsel for all of the other Lenders (and up to one local counsel in each applicable jurisdiction and regulatory counsel, representation in each case for all of all such indemnified persons the other Lenders), unless a Lender or its counsel determines that it is impractical or inappropriate (or would be inappropriate due to the existence of an create actual or potential conflict conflicts of interest; (x) to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseforegoing.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative 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 other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any 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 documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (other than in-house counsel) for the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that in no event shall the Borrower shall not be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Administrative Agent (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionjurisdiction and regulatory counsel) and one counsel for all Persons indemnified under this clause of the other Lenders (a) unlessand up to one local counsel in each applicable jurisdiction and regulatory counsel), unless a Lender or its counsel determines that it is impractical or inappropriate (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons or would be inappropriate due to the existence of an create actual or potential conflict conflicts of interest; (x) to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseforegoing.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary counsel (and one additional local counsel in each applicable jurisdiction) for the Administrative 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 other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, in advance of contacting outside counsel of the Administrative Agent regarding matters concerning the administration of this Agreement in respect of which the Administrative Agent will expect to be reimbursed by the Company, the Administrative Agent will notify the Company of its intent to contact such outside counsel, (ii) all reasonable 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 Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, any Issuing Bank Agent and one additional counsel for all of the Lenders and additional counsel as the Administrative Agent or any LenderLender or group of Lenders reasonably determines are necessary to avoid actual or potential conflicts of interest or the availability of different claims or defenses, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument at any time during a Default, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations during an Event of Default in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower European J.V. shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agents, the Arrangers and its Affiliates, their Affiliates (including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative AgentAgents and the Arrangers, and Xxxxx & Overy and other local and foreign counsel for the Agents and the Arrangers, limited to one per jurisdiction, in connection with the Security Documents and the creation and perfection of the Liens created thereby and other local and foreign law matters) in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the Loan other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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 out-of-pocket expenses incurred by the Administrative AgentAgents, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative AgentAgents, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letters Letter of Credit; provided that . The European J.V. shall pay all out-of-pocket expenses incurred by the Borrower shall not be required to reimburse Collateral Agent in connection with the legal creation and perfection of the security interests contemplated by this Agreement, including all filing, recording and similar fees and, as more specifically set forth above, the reasonable fees and expenses disbursements of more than one outside counsel (in addition to any special counsel and up to one including local counsel in each applicable local relevant jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay within thirty (30) days after receipt of a reasonably detailed, written invoice therefor, together with documentation supporting such reimbursement requests, (i) all reasonable and documented out-of-pocket expenses (including expenses incurred in connection with due diligence) incurred by the Administrative Agent Agent, the Syndication Agent, the Arrangers and its Affiliatestheir respective Affiliates (but limited, including in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges and disbursements of a single counsel selected by the Administrative Agent for all such Persons, taken as a whole (and, if reasonably necessary, one local counsel for each relevant jurisdiction for all such Persons, taken as a whole, as the Administrative AgentAgent may deem appropriate in its good faith judgment), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable 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, any Issuing Bank Agent or any LenderLender (but limited, including in the case of legal fees and expenses, and without duplication of such legal fees and expenses that are reimbursed pursuant to clause (a)(i) above, to the reasonable fees, disbursements and other charges of (i) a single counsel selected by the Administrative Agent for all such Persons, taken as a whole, and disbursements (ii) solely in the case of any a potential or actual conflict of interest, one additional counsel to all affected Persons, taken as a whole (and, if reasonably necessary, one local counsel for each relevant jurisdiction for all such Persons, taken as a whole, as the Administrative Agent, any Issuing Bank or any LenderAgent may deem appropriate in its good faith judgment)), 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 and documented out-of-pocket expenses incurred during any workout, workout or restructuring or negotiations (and related negotiations) in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoans.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgents, 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 hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees and disbursements of one counsel for the Administrative Agent and its Affiliates and one counsel for the Foreign Trade Facility Agent and its Affiliates and, to the extent reasonably necessary, special and one local counsel in each jurisdiction for the Agents and their Affiliates (and in the event of any actual or potential conflict of interest, one additional counsel for each Agent or its Affiliate subject to such conflict), with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Funding Date (in the case of amounts to be paid on the Funding Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agents shall deem appropriate, (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank Lender or FCI Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or FCI or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of any one counsel for the Administrative AgentAgents and their respective Affiliates and the Lenders, (and, to the extent reasonably necessary, special and one local counsel in each jurisdiction to the Agents and the Lenders (and in the event of any Issuing Bank actual or any Lenderpotential conflict of interest, one additional counsel for each Agent or Lender subject to such conflict)) in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit or FCIs issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Loans, Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual Credit or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseFCIs.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, 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 or 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 hereof of any Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable 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, any Issuing Bank Agent or any Lenderthe Lenders, including the reasonable documented fees, charges and disbursements of any one firm of counsel to the Agent and the Lenders taken as a whole and one firm of local counsel for the Administrative Agent, any Issuing Bank Agent and Lenders in each applicable jurisdiction (and such additional counsel as the Agent or any LenderLender or group of Lenders 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 enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loans and other extensions of credit 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 or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees Term Loans, and expenses of more than one outside counsel (in addition iv) subject to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under other provisions of this clause (a) unlessAgreement, (w) in of the written opinion Loan Documents or of outside counsel reasonably satisfactory to any separate agreement entered into by the Borrower and the Administrative AgentAgent with respect thereto, representation of all such indemnified persons would be inappropriate due to reasonable documented out-of-pocket expenses incurred by the existence of an actual or potential conflict of interest; (x) Agent in the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those administration of the indemnified persons; or (z) Loan Documents. Expenses reimbursable by the Borrower shall authorize 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 writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable 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 the Administrative Agent, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank Agent or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank Agent or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank Agent or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one primary outside counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent and the Collateral Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement, the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any the Collateral Agent, the Issuing Bank Lender or any Lender, including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, any the Collateral Agent, the Issuing Bank Lender or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that in the Borrower case of counsel such fees, charges and disbursement shall not be required limited to reimburse the legal fees reasonable and expenses documented out-of-pocket fees, charges and disbursements of more than one primary outside counsel (in addition to any special counsel counsel, and up to one local counsel in each applicable local jurisdiction) , for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative AgentAgent and one outside counsel, representation of all such indemnified persons would be inappropriate due to and one local counsel in each applicable jurisdiction, for the existence of Lenders taken as a group (unless there is an actual or potential perceived conflict of interestinterest in which case each such other Lender may retain its own counsel); (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded provided further that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize not be obligated to pay legal fees and expenses incurred pursuant to clauses (i) and (ii) above in writing connection with the Administrative Agent, any such Issuing Bank syndication of the credit facilities or any such Lender the preparation of the Loan Documents prior to employ separate counsel at the Borrower’s expenseinitial Credit Extension.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable documented and invoiced in reasonable detail out-of-pocket expenses incurred by the Administrative Agent Agent, the Lead Arrangers and its their Affiliates, including the reasonable documented and invoiced in reasonable detail fees, charges and disbursements of one primary counsel and one local counsel in each applicable jurisdiction (and in the case of an actual or perceived conflict of interest, one additional counsel to each group of affected parties taken as a whole) for the Administrative AgentAgent and the 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 and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented and invoiced in reasonable detail 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 documented and invoiced in reasonable detail out-of-pocket expenses incurred by the Administrative Agent, the Lead Arrangers any Issuing Bank or any Lender, including Lender (limited to the reasonable documented and invoiced fees, charges and disbursements of any one primary counsel and one additional local counsel in each applicable jurisdiction for the Administrative Agent, Agent and any Issuing Bank and one additional counsel for all the Lenders (other than the Administrative Agent) and additional counsel in light of actual or any Lender, potential conflicts of interest or the availability of different claims of defenses) in connection with the enforcement or protection of its rights in connection with the (x) this Agreement and any other Loan DocumentsDocument, including its rights under this Section, Section or in connection with (y) the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred after an Event of Default has occurred and is continuing during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent Agent, the Joint Lead Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgent and MLPFS (but limited to (A) one primary counsel for the Administrative Agent and MLPFS, (B) to the extent reasonably necessary (as determined by the Administrative Agent and MLPFS), one local counsel in each relevant jurisdiction, and (C) to the extent reasonably necessary (as determined by the Administrative Agent and MLPFS), one special or regulatory counsel for each relevant specialty), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable 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 Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any (A) one primary counsel for the Administrative Agent, MLPFS, the Lenders and the Issuing Banks (and any Issuing Bank other Joint Lead Arranger, as applicable), taken together, (B) one local counsel in each relevant jurisdiction, (C) to the extent reasonably necessary, one special or regulatory counsel in each relevant specialty and (D) in the case of any Lenderactual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (C) above, one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the case of clause (B) shall allow for up to one additional counsel in each relevant jurisdiction), in connection with the enforcement or protection of its their rights in connection with the this Agreement or any other Loan DocumentsDocument, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensethereof.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay or reimburse (i) the Administrative Agent (including any of its respective Affiliates) and each Lender (including any of its respective Affiliates) for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication and distribution (including, without limitation, via the Internet or through a service such as Intralinks) of the DIP Term Facility (if applicable) and the preparation, execution, delivery and administration of this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith (including in connection with any post-closing obligations) and any amendment, supplement or modification hereto or thereto, including the reasonable fees and disbursements and other charges of (A) Xxxxxxx and Xxxxxx LLP, as counsel to the Administrative Agent (plus one firm of local counsel to the Administrative Agent per material jurisdiction as may be reasonably necessary and one firm of conflicts counsel to the Administrative Agent if the Administrative Agent determines engaging such counsel is appropriate in its sole discretion)), and the reasonable fees and expenses of any agent, sub-agent or attorney-in-fact appointed by the Administrative Agent and (B) the Ad Hoc Group Advisors (plus one firm of local counsel per material jurisdiction to the Ad Hoc Group as may reasonably be necessary), in each case in connection with all of the foregoing and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Lenders and its each of their respective Affiliates, including the reasonable fees, charges fees and disbursements and other charges of (A) Xxxxxxx and Xxxxxx LLP, as counsel for to the Administrative AgentAgent (plus one firm of local counsel to the Administrative Agent per material jurisdiction as may be reasonably necessary) and the reasonable fees and expenses of any agent, sub-agent or attorney-in-fact appointed by the Administrative Agent and (B) the Ad Hoc Group Advisors (plus one firm of local counsel per material jurisdiction to the Ad Hoc Group as may reasonably be necessary), in each case in connection with the syndication of the credit facilities provided for hereinenforcement, the preparation and administration of the Loan Documents 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 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 the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, 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 Term Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided it being understood that the Borrower shall not be required obligations of the Loan Parties to reimburse all Lenders and the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified Administrative Agent under this clause (a) unlessin respect of reimbursement of legal fees, disbursements, charges or expenses and other charges shall be limited to those incurred by (A) Xxxxxxx and Xxxxxx LLP, as counsel to the Administrative Agent (plus one firm of local counsel to the Administrative Agent per material jurisdiction as may be reasonably necessary and one firm of conflicts counsel to the Administrative Agent if the Administrative Agent determines engaging such counsel is appropriate in its sole discretion) and (B) Xxxxx Xxxx & Xxxxxxxx LLP (plus one firm of local counsel per material jurisdiction to the Ad Hoc Group as may reasonably be necessary). Expenses reimbursable by the Borrowers under this Section include, subject to any other applicable provision of any Loan Document, reasonable and documented out-of-pocket costs and expenses incurred in connection with: (A) lien and title searches and title insurance, (wB) in taxes, fees and other charges for recording the written opinion of outside counsel reasonably satisfactory Mortgages, filing financing statements and continuations, and other actions to the Borrower perfect, protect and continue the Administrative Agent, representation ’s Liens and (C) forwarding loan proceeds and costs and expenses of all such indemnified persons would be inappropriate due preserving and protecting the Collateral. Other than to the existence extent required to be paid on the Closing Date and subject to the Orders, all amounts due under this paragraph (a) shall be payable by the Borrowers within 30 days of receipt of an actual or potential conflict of interest; (x) the Administrative Agentinvoice relating thereto, any setting forth such Issuing Bank or any expenses in reasonable detail and together with backup documentation supporting such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensereimbursement requests.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable 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 the Administrative Agent, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (aclause(a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank Agent or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank Agent or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank Agent or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (and one additional local counsel in each applicable jurisdiction) for the Administrative 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 this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, in advance of contacting outside counsel of the Administrative Agent regarding matters concerning the administration of this Agreement in respect of which the Administrative Agent will expect to be reimbursed by the Company, the Administrative Agent will notify the Company of its intent to contact such outside counsel, (ii) all reasonable reasonable, documented and invoiced 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, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, any Issuing Bank Agent and one additional counsel for all of the Lenders and additional counsel as the Administrative Agent or any LenderLender or group of Lenders reasonably determines are necessary to avoid actual or potential conflicts of interest or the availability of different claims or defenses (solely to the extent the Company is informed in writing of such conflict or different claim or defense in advance of hiring additional counsel), in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument at any time during a Default, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations during an Event of Default in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgents, 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 hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees and disbursements of one counsel for the Administrative Agent and its Affiliates and one counsel for the Foreign Trade Facility Agent and its Affiliates and, to the extent reasonably necessary, special and one local counsel in each jurisdiction for the Agents and their Affiliates (and in the event of any actual or potential conflict of interest, one additional counsel for each Agent or its Affiliate subject to such conflict), with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agents shall deem appropriate, (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank Lender or Foreign Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or Foreign Credit Instrument or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of any one counsel for the Administrative AgentAgents and their respective Affiliates and the Lenders, (and, to the extent reasonably necessary, special and one local counsel in each jurisdiction to the Agents and the Lenders (and in the event of any Issuing Bank actual or any Lenderpotential conflict of interest, one additional counsel for each Agent or Lender subject to such conflict)) in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit or Foreign Credit Instruments issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Loans, Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual Credit or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseForeign Credit Instruments.

Expenses Indemnity Damage Waiver. (a) The Borrower shall within thirty (30) days after receipt of a reasonably detailed invoice (or on the Effective Date to the extent invoiced at least three (3) Business Days prior to the Effective Date), pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary counsel, one additional local counsel in each applicable jurisdiction and one primary counsel and one additional local counsel in each applicable jurisdiction for the Administrative 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 other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any 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, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any (x) one primary counsel and one additional local counsel in each applicable jurisdiction for the Administrative Agent, (y) one additional counsel for all the Lenders (other than the Administrative Agent) and (z) additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Lenders and its their respective Affiliates, including including, without limitation, the reasonable fees, charges and documented fees and disbursements of one primary firm of counsel for the Administrative Agent, and one primary firm of counsel for the Lenders (taken as a whole) (and if reasonably necessary (as determined by the Administrative Agent or the Lenders, as applicable) a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Administrative Agent and a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Lenders (taken as a whole) (plus additional counsel desirable due to actual or reasonably perceived conflict of interest among such parties) in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation execution, delivery and administration of the this Agreement, any other Loan Documents Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable 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, any Issuing Bank Agent or any Lender, including including, without limitation, the fees, charges reasonable and documented fees and disbursements of any one primary firm of counsel for the Administrative Agent, any Issuing Bank and one primary firm of counsel for the Lenders (taken as a whole) (and if reasonably necessary (as determined by the Administrative Agent or any Lenderthe Lenders, as applicable) a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Administrative Agent and a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Lenders (taken as a whole) (plus additional counsel desirable due to actual or reasonably perceived conflict of interest among such parties) in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoans.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 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 any 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 documented out-of-pocket expenses incurred by the Administrative any Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative any Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that in no event shall the Borrower shall not Company be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Administrative Agent (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionjurisdiction and regulatory counsel) and one counsel for all Persons indemnified under this clause of the other Lenders (a) unlessand up to one local counsel in each applicable jurisdiction and regulatory counsel), unless a Lender or its counsel determines that it is impractical or inappropriate (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons or would be inappropriate due to the existence of an create actual or potential conflict conflicts of interest; (x) to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseforegoing.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers listed on the cover page hereof and their Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Administrative AgentAgent (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 syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable 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 the Administrative Agent, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided that the Borrower shall not be required to reimburse liable for the legal reasonable fees and expenses of more than one outside 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, Xxxxx & Bockius LLP will act as sole counsel for the Administrative Agent as of the Effective Date) (in addition to any special counsel and, if necessary, one firm of local and up to one local regulatory counsel in each applicable local jurisdiction) appropriate jurisdiction and regulatory field, as applicable, at any one time for all Persons indemnified under this clause (a) unlessthe Administrative Agent and the Lenders as a whole); provided, (w) further, that in the written opinion case of outside counsel reasonably satisfactory to a conflict of interest where the Lenders affected by such conflict inform the Borrower and the Administrative Agentof such conflict, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing also be responsible for the Administrative Agent, any reasonable fees and expenses of such Issuing Bank or any additional counsel (which shall be reasonably acceptable to each such Lender and shall include, if necessary, local and regulatory counsel in each appropriate jurisdiction and regulatory field) as is necessary to employ separate counsel at the Borrower’s expenseeliminate such conflict.

Expenses Indemnity Damage Waiver. (a) The Borrower shall agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesAgent, including the reasonable and documented fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for to the Administrative Agent, in connection with the syndication of the credit facilities facility provided for herein, the preparation and administration of the Loan Documents 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 any 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, any the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that the Borrower shall not be required to reimburse liable for the legal fees and expenses of more than one outside counsel separate firm for the Lenders or any Issuing Lender (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (wunless there shall exist an actual conflict of interest among such Persons) in connection with any one such action or any separate but substantially similar or related actions in the written opinion of outside counsel reasonably satisfactory to same jurisdiction nor shall the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, liable for any such Issuing Bank settlement or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at proceeding effected without the Borrower’s expensewritten consent (which consent shall not be unreasonably withheld).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-and documented out of pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Co- Syndication Agents, the Joint Bookrunners and its their respective Affiliates, including including, without limitation, the reasonable and documented fees, disbursements and other charges and disbursements of one firm of counsel for the Administrative Agent, the Collateral Agent, the Co-Syndication Agents and the Joint Bookrunners, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the this Agreement, any other Loan Documents Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable 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, any the Collateral Agent, the Co-Syndication Agents, the Joint Bookrunners, Issuing Bank or any Lender, including including, without limitation, the fees, disbursements and other charges and disbursements of any one firm of counsel for the Administrative Agent, any Issuing Bank the Collateral Agent and the Original Lenders, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent, the Collateral Agent or any LenderOriginal Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoans.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative 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 other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any 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 documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (other than in-house counsel) for the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that in no event shall the Borrower shall not be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Administrative Agent (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionjurisdiction and regulatory counsel) and one counsel for all Persons indemnified under this clause of the other Lenders (a) unlessand up to one local counsel in each applicable jurisdiction and regulatory counsel), (w) in the written opinion of outside unless a Lender or its counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons determines that it would be inappropriate due to the existence of an create actual or potential conflict conflicts of interest; (x) interest to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseforegoing.

Expenses Indemnity Damage Waiver. (af) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary counsel (and one additional local counsel in each applicable jurisdiction) for the Administrative 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 other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, in advance of contacting outside counsel of the Administrative Agent regarding matters concerning the administration of this Agreement in respect of which the Administrative Agent will expect to be reimbursed by the Company, the Administrative Agent will notify the Company of its intent to contact such outside counsel, (ii) all reasonable 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 Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent, any Issuing Bank Agent and one additional counsel for all of the Lenders and additional counsel as the Administrative Agent or any LenderLender or group of Lenders reasonably determines are necessary to avoid actual or potential conflicts of interest or the availability of different claims or defenses, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument at any time during a Default, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations during an Event of Default in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay 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 Administrative Agent Lead Arranger (limited, in the case of legal fees and its Affiliatesexpenses, including to the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP and, if reasonably necessary, of a single firm of local counsel to the Lead Arranger in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and disbursements of such other counsel for retained with the Administrative AgentLead Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), in each case incurred in connection with the syndication of Term Facility, and the credit facilities provided for hereinpreparation, the preparation execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), thereof) and (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 out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank each Agent or any Lender, including the fees, charges and disbursements of any counsel for such Agent and the Administrative Agent, any Issuing Bank or any LenderLenders, in connection with the preservation, enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (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, Section 9.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided that the Borrower such counsel shall not be required limited to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special lead counsel and up to one local counsel in each applicable local jurisdictionjurisdiction (exclusive of any reasonably necessary special counsel) for all Persons indemnified under this clause (a) unlessand, (w) in the written opinion case of outside counsel reasonably satisfactory to a conflict of interest, where each Agent or any Lender affected by such conflict notifies the Lead Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential such conflict of interest; (xand thereafter retains its own counsel, one additional counsel) the Administrative Agent, any and such Issuing Bank or any such Lender shall have reasonably concluded that there other counsel as may be legal defenses available to it that are different from or additional to those available to retained with the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Lead Borrower’s expenseconsent (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the expenses of counsel shall not include any allocated costs of in-house counsel.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-and documented out of pocket expenses incurred by the Administrative Agent Agent, any joint lead arranger and its their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent (and if reasonably required by the Administrative Agent, a single local counsel in each relevant jurisdiction) 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 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 any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank Banks or any Lender, including the fees, charges and disbursements of any (A) one counsel engaged by the Administrative Agent for the Administrative Agent, any the Issuing Bank Banks or any Lender, and (B) solely in the case of an actual or perceived conflict of interest with respect to any such party, where such party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one additional counsel to all such affected parties taken as a whole, and (C) if reasonably necessary, one local counsel engaged by the Administrative Agent in each relevant jurisdiction (which may include a single firm of special counsel engaged by the Administrative Agent acting in multiple jurisdictions) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket and documented expenses incurred by the Administrative Agent, the Joint Lead Arrangers/Joint Bookrunners, the Diligence Agent and its their Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative AgentAgent and the Joint Lead Arrangers/Joint Bookrunners and their Affiliates, taken as a whole, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), due diligence expenses and all printing, reproduction, document delivery, travel, IntraLinks, and communication costs, (ii) all reasonable out-of-pocket and documented 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 and documented expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any LenderLender (but in each case limited to the fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders, taken as a whole and, if reasonably necessary, one additional local counsel for the Administrative Agent and the Lenders, taken as a whole, in each relevant jurisdiction, and in the case of an actual or perceived conflict of interest, one additional counsel (and, if applicable, one additional local counsel in each relevant jurisdiction) to the affected Lender or Lenders similarly situated and taken as a whole), during the existence of an Event of Default and in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket and documented expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-and documented out of pocket expenses incurred by the Administrative Agent Agent, the Syndication Agents, the Co-Documentation Agents, the Arrangers and its their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent, Agent and the Arrangers in connection with the syndication of the credit facilities provided for herein, the preparation preparation, administration, execution and administration delivery of this Agreement, the Loan other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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-pocket expenses incurred by the Administrative Agent, any the Collateral Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank and the Lenders (limited to one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively, plus in the case of an actual or any Lenderperceived conflict of interest where the person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected person)), in connection with the enforcement or protection of its rights in connection with this Agreement and the Loan other Credit Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of separate counsel for the Administrative Agent, Agent and Collateral Agent (taken as a whole) and separate counsel for all other Agents (taken as a whole) in connection with the syndication provision, negotiation and documentation of the credit facilities facility provided for herein, due diligence investigation, the preparation and administration of the Loan Documents (including the Sixth Amendment), the monitoring of the performance of the Borrower and its Affiliates, or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) from and after the Sixth Amendment Effective Date, reasonable and documented fees, charges and disbursements of separate counsel acting for the Lenders and one financial advisor acting on behalf of all reasonable out-of-pocket Lenders, provided that, unless an Event of Default has occurred and is continuing, the costs and expenses incurred by any Issuing Bank of the financial advisor for the Lenders in connection with the issuanceregular monitoring of the performance of the Borrower and its Affiliates with the Loan Documents reimbursable pursuant to this Section 10.03(a) shall not exceed $50,000 per month, 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, any Issuing Bank Agents or any Lenderthe Lenders, including the fees, charges and disbursements of any separate counsel for the Administrative AgentAgent and Collateral Agent (taken as a whole), separate counsel for all other Agents (taken as a whole) and separate counsel for the Lenders (but not for any Issuing Bank or any Lenderfinancial advisor if there is a financial advisor already retained by the Lenders for which the Borrower is providing reimbursement pursuant to clause (ii)), 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 (subject to the limitations provided above) all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoans.

Expenses Indemnity Damage Waiver. The Loan Parties shall jointly and severally pay all Credit Party Expenses incurred as of the FirstSecond Amendment Effective Date on the FirstSecond Amendment Effective Date. Thereafter, the Loan Parties shall jointly and severally pay all Credit Party Expenses within thirty (a30) days after receipt of an invoice therefor setting forth such expenses in reasonable detail; provided that in the event the Loan Parties have a bona fide dispute with any such expenses, payment of such disputed amounts shall not be required until the earlier of the date such dispute is resolved to the reasonable satisfaction of the Loan Parties or thirty (30) days after receipt of any such invoice (and any such disputed amount which is so paid shall be subject to a reservation of the Loan Parties’ rights with respect thereto). The Borrower shall pay Loan Parties shall, jointly and severally, indemnify the Secured Parties and each of their Subsidiaries and Affiliates, and each of the respective stockholders, directors, officers, employees, agents, attorneys, and advisors of any of the foregoing Persons (ieach such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all reasonable damages, actual out-of-pocket losses, claims, actions, causes of action, settlement payments, obligations, liabilities and related expenses incurred by the Administrative Agent and its Affiliates, (including legal expenses limited to the reasonable fees, charges and disbursements of one counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation Agents and administration of the Loan Documents 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 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 the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any one local counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel Agents in each applicable local jurisdiction) jurisdiction and one counsel for all Persons indemnified under this clause other Indemnitees (a) unlessother than the Agents), (w) plus, in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence event of an actual or potential conflict of interestwhich the Lead Borrower has been 163 DB1/ 98023701.7 advised, one additional counsel to all of the affected Persons) incurred, suffered, sustained or required to be paid by, or asserted against, any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, (ii) any Credit Extension or the use of the proceeds therefrom (including any refusal by any Issuing Bank 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 Loan Party or any Subsidiary, or any Environmental Liability related in any way to any Loan Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to or arising from any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or (v) any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any other Loan Document; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of any Agent or such Indemnitee or any Affiliate of such Indemnitee (or any officer, director, employee, advisor or agent of such Indemnitee or any such Indemnitee’s Affiliates), (x) the Administrative Agentare relating to disputes among Indemnitees, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agentare determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from a material breach by such Indemnitee of its obligations to a Loan Party, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) which constitute indirect, consequential, special or punitive damages; provided further that to the Borrower extent of any amounts paid to an Indemnitee in respect of this SECTIONSection 9.03 for indemnified liabilities, such Indemnitee, by its acceptance of the benefits hereof, agrees to refund and return any and all amounts paid by the Loan Parties to it if such Indemnitee was finally judicially determined by a court of competent jurisdiction in a non-appealable judgment to not be entitled to receipt of such amount pursuant to operation of any of the foregoing clauses (w) through (y). In connection with any indemnified claim hereunder, the Indemnitee shall authorize in writing be entitled to select its own counsel and the Administrative AgentLoan Parties shall promptly pay the reasonable fees and expenses of such counsel. No party to this Agreement shall assert and, to the extent permitted by Applicable Law, each such party hereby waives, any such Issuing Bank claim against any other party to this Agreement or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated by the Loan Documents, any Credit Extension or the use of the proceeds thereof. The provisions of paragraphs (b) and (c) of this SECTIONSection 9.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations or the assignment of any of the Obligations to a third party, the invalidity or unenforceability of any term or provision of any Loan Document, or any investigation made by or on behalf of any Credit Party. All amounts due under this SECTIONSection 9.03 shall be payable within thirty (30) days of written demand therefor, which written demand shall set forth such Lender to employ separate counsel at the Borrower’s expense.amounts in reasonable detail. 164 DB1/ 98023701.7

Expenses Indemnity Damage Waiver. (a) The Irish Holdco and the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents, the Lead Arrangers, the Amendment No. 1 Arrangers, the Amendment No. 2 Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgents, 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 provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and, (ii) all reasonable 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, any Issuing Bank the Collateral Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel (other than in-house counsel) for the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans. Notwithstanding the foregoing, in no event shall Irish Holdco or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Agents (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionjurisdiction and regulatory counsel) and one counsel for all Persons indemnified under this clause of the other Lenders (aand up to one local counsel in each applicable jurisdiction and regulatory counsel), unless a Lender or its counsel determines that it would create actual or potential conflicts of interest to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the foregoing; provided, that same shall be limited to (A) unlessone counsel to the Administrative Agent and for the Lenders (taken together as a single group or client), (wB) if necessary, one local counsel required in the written opinion any relevant local jurisdiction and applicable special regulatory counsel and (C) if representation of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of Agent and/or all Lenders in such indemnified persons 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; (x) , one additional counsel for the Administrative Agent, any Agent and for each Lender subject to such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseconflict.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 hereof of the Loan Documents (whether or not the transactions Transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any 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 documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower . (b) Each Borrower, jointly and severally, shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and indemnify the Administrative Agent, representation the Issuing Bank, and each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement and each other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such indemnified persons would be inappropriate due to demand do not strictly comply with the existence terms of an such Letter of Credit), (iii) any actual or potential conflict alleged presence or release of interest; (x) the Administrative Agent, Hazardous Materials on or from any such Issuing Bank property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such Lender indemnity shall have reasonably concluded that there may not, as to any Indemnitee, be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.gross

Expenses Indemnity Damage Waiver. (a) The Term Facility Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, Administrative Agent Agent, the Syndication Agents and its their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Lead Arrangers, Administrative AgentAgent and the Syndication Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any 78 amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuanceLead Arrangers, 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, any Issuing Bank Agents or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agentany Lead Arrangers, any Issuing Bank Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided that the Borrower obligation to pay fees, disbursements and other charges of legal counsel shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory limited to the Borrower fees, disbursements and other charges of one counsel to the Administrative Agent, representation of the Syndication Agents, the Lead Arrangers and all such indemnified persons would be inappropriate due Lenders and one additional Irish counsel to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, the Syndication Agents and the Lead Arrangers (and, if reasonably necessary, of one additional local counsel in any other relevant jurisdiction) (and in the case of any actual or perceived conflict, an additional conflicts counsel with respect to each of the above). (b) The Term Facility Borrower shall indemnify each Lead Arranger, Agent and Lender, and each Related Party of any of the foregoing Persons (each such Issuing Bank Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or any transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto and whether brought by any Loan Party or any other Person, or in any other way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it under this Agreement or any other Loan Document; provided that such Lender indemnity shall have reasonably concluded that there may not, as to any Indemnitee, be legal defenses available to it that are different from or additional to those available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled affiliates, directors, officers, employees, advisors, agents or other indemnified persons; representatives, (yii) such Indemnitee’s or such controlled affiliate, director, officer, employee, advisor, agent or other representative’s material breach of its obligations under this Agreement or the other Loan Documents or (iii) any dispute solely among Indemnitees other than claims against any Lead Arranger in its capacity as such or in fulfilling its role as Administrative Agent or any similar role under this Agreement or claims arising out of any acts or omissions on the part of the Term Facility Borrower, the Company or any of their respective Related Parties. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials obtained through any information transmission system in connection with the Loan Documents or the transactions contemplated thereby unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence 79 or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) Each Lender severally agrees to pay any amount required to be paid by the Term Facility Borrower under paragraph (a) or (b) of this Section 9.03 to the Administrative Agent, and each Related Party (each an “Agent Indemnitee”) (to the extent not reimbursed by the Term Facility Borrower and without limiting the obligation of the Term Facility Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Issuing Bank Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided, further that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have reasonably concluded that it otherwise has interests divergent resulted from those such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the indemnified persons; or Loans and all other amounts payable hereunder. (zd) To the extent permitted by applicable law, the Term Facility Borrower shall authorize in writing the Administrative Agentnot assert, and hereby waives, any such Issuing Bank claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Term Facility Borrower of any obligation it may have to indemnify an Indemnitee against for special, indirect, consequential or punitive damages asserted against such Lender to employ separate counsel at the Borrower’s expense.Indemnitee by a third party. (e) All amounts due under this Section shall be payable promptly after written demand therefor. SECTION 9.04

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable reasonable, documented, out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers, and its Affiliateseach Related Party of any of the foregoing Persons, reasonably including the reasonable fees, charges and disbursements of counsel for one counsel, reasonable expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses and expenses related to the Administrative Agentuse of IntraLinks, in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, waivers, modifications or waivers extensions (including amendments, waivers, modifications or extensions proposed by the Borrower) of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that the Borrower shall not be required (except in connection with the primary syndication of the Loans) to pay any fees and expenses incurred by the Administrative Agent, the Arrangers or any Related Parties of any of the foregoing Persons incurred in connection with an assignment or participation of any rights or obligations of a Lender hereunder unless initiated by the Borrower under Section 2.18(b) other than as a result of a default by the Lender; (ii) all reasonable reasonable, documented, out-of-pocket expenses reasonably incurred by any Issuing Bank (without duplication of amounts described in Section 2.11(b)) in connection with the issuance, amendment, renewal waiver, modification or extension (including proposed amendments, waivers, modifications, renewals or extensions) of any Letter of Credit or any demand for payment thereunder thereunder; and (iii) all out-of-pocket expenses reasonably incurred by the Administrative Agent, any Issuing Bank or Bank, any LenderLender and the Arrangers, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or Bank, any Lender, Lender and the Arrangers in connection with the enforcement or protection of its rights under and in connection with this Agreement or the Loan Documents, including its rights under this Section, Section or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable, documented, out-of-pocket expenses reasonably incurred during in connection with any workoutworkout proceedings, restructuring enforcement costs and documentary taxes or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified . All amounts due under this clause (a) unless, (w) in the shall be payable not later than 30 days after written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensedemand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay reimburse (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 counsel 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 this Agreement and any amendments, modifications or waivers of the provisions hereof (hereof, in each case whether or not the transactions contemplated hereby or thereby shall Transactions are consummated, provided that the Borrower will not be consummatedliable for the fees, charges and disbursements of more than one firm of counsel (and, if reasonably deemed necessary by the Administrative Agent, one firm of local counsel in each relevant jurisdiction), (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 thereunder, provided that the Borrower will not be liable for the fees, charges and disbursements of more than one firm of counsel (and, if reasonably deemed necessary by the relevant Issuing Bank, one firm of local counsel in each relevant jurisdiction) and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or 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 out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; , provided that the Borrower shall will not be required to reimburse liable for the legal fees fees, charges and expenses disbursements of more than one outside firm of counsel (in addition to any special counsel and up to and, if reasonably deemed necessary by the Administrative Agent, one firm of local counsel in each applicable local relevant jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence Issuing Banks and the Lenders taken as a whole, except that, in the case of an actual or potential perceived conflict of interest; interest where the Person affected by such conflict informs the Borrower of such conflict, the Borrower will be responsible for the reasonable and documented out-of-pocket fees, charges and disbursements of one additional firm of counsel (xand, if reasonably deemed necessary by such Persons, one additional firm of such local counsel in each other relevant jurisdiction) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it for each group of affected Persons that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensesimilarly situated.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgent and the Lenders, in connection with the syndication negotiation of this Agreement, in each case to the extent required by the Engagement Letter, (ii) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders (which shall be limited to one counsel to the Administrative Agent and the Lenders (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the credit facilities provided for hereinLenders taken as a whole), and solely in the preparation and case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected persons taken as a whole), in connection with the administration of the Loan Documents 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 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 invoiced to and incurred by the Administrative Agent, any Issuing Bank or and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank or any LenderBanks and the Lenders (which shall be limited to one counsel to the Administrative Agent and the Lenders (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole), and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected persons taken as a whole), in connection with the enforcement or protection of its their rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoans.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable 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 the Administrative Agent, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans. (b) The Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or Letters asserted against any Indemnitee arising out of, in connection with, or as a result of Credit(i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the Indemnitee’s bad faith breach of its express contractual obligations under this Agreement or (y) the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (d) To the extent permitted by applicable law, the Borrower shall not be required to reimburse the legal fees assert, and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agenthereby waives, any such Issuing Bank claim against any Indemnitee, on any theory of liability, for special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from agreement or additional to those available to instrument contemplated hereby, the other indemnified persons; (y) the Administrative AgentTransactions, any such Issuing Bank Loan or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those the use of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.proceeds thereof. 58

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one counsel in each applicable jurisdiction for each of the Administrative AgentAgents, in connection with the syndication syndicationprovision, negotiation and documentation of the credit facilities facilitiesfacility provided for herein, due diligence investigation, the preparation and administration of the Loan Documents (including the Sixth Amendment), the monitoring of the performance of the Borrower and its Affiliates, or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and, (ii) from and after the Sixth Amendment Effective Date, reasonable and documented fees, charges and disbursements of one counsel acting for all reasonable out-of-pocket the Lenders and one financial advisor acting on behalf of all Lenders, provided that, unless an Event of Default has occurred and is continuing, the costs and expenses incurred by any Issuing Bank of the financial advisor for the Lenders in connection with the issuanceregular monitoring of the performance of the Borrower and its Affiliates with the Loan Documents reimbursable pursuant to this Section 10.03(a) shall not exceed $50,000 per month, 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, any Issuing Bank Agents or any LenderLenderthe Lenders, including the fees, charges and disbursements of any anyone counsel for the Administrative Agent, any Issuing Bank Agents or any LenderLenderand one counsel for all of the Lenders (but not for any financial advisor if there is a financial advisor already retained by the Lenders for which the Borrower is providing reimbursement pursuant to clause (ii)), 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 (subject to the limitations provided above) all such out-of pocketout-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoans;.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its the Collateral Agent and their respectiveits Affiliates, including the reasonable fees, charges and disbursements of any one primary counsel for the Administrative Agent, the Collateral Agent and their respective Affiliates (and, with respect to the Collateral Documents and any actions taken pursuant to Section 5.11, an additional counsel for the Amendment Arranger (as defined in Amendment No. 1)) and their Affiliates collectively, and one additional local counsel in each jurisdiction as to which the Administrative Agent and the Collateral Agent (as applicable) reasonably determines local counsel is appropriate, for the Administrative Agent or the Collateral Agent (as applicable),, 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 provisions 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 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, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender (provided that the Company’s obligations to pay fees of counsel shall be limited to one counsel for the Administrative Agent, the Collateral Agent and the Lenders taken as a whole and, solely in the case of any actual or perceived conflict of interest, one additional counsel to all similarly affected Lenders (and, if reasonably necessary, of one local counsel in any relevant jurisdiction (and any special counsel reasonably retained by the Administrative Agent) to the Administrative Agent and the Lenders taken as a whole, and solely in the case of any such conflict of interest, one additional local counsel to all similarly affected Lenders taken as a whole, in each such relevant jurisdiction and one additional special counsel to all similarly affected Lenders taken as a whole)), in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Arrangers, Syndication Agent and its their respective Affiliates, including including, without limitation, the reasonable and documented fees, disbursements and other charges and disbursements of one firm of counsel for the Administrative Agent, Arrangers and Syndication Agent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the this Agreement, any other Loan Documents Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (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 documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lenderthe Arrangers, including the fees, charges and disbursements of any counsel for the Administrative Syndication Agent, any Issuing Bank or any Lender, including, without limitation, the fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Arrangers and Syndication Agent, taken as a whole (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest where the Administrative Agent, any Arranger affected by such conflict or the Syndication Agent informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Each Account Party jointly and severally agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents, the Joint Lead Arrangers and its Joint Bookrunners and their Affiliates, including the reasonable fees, charges and disbursements of one primary counsel and all applicable foreign counsel, in each case, of the Administrative Agent and one additional counsel for all Lenders other than the Administrative AgentAgent and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses, and in each case to the extent invoiced, in connection with the syndication of the credit facilities facility provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) or protection of its rights hereunder or thereunder, (ii) all reasonable out-of-pocket expenses incurred by any of the Issuing Bank Agent and each Fronting Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder hereunder, and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, any Issuing Bank Joint Lead Arranger and Joint Bookrunner or any Lender, including the reasonable fees, charges and disbursements of any one primary counsel and all applicable foreign counsel, in each case, of the Administrative Agent and one additional counsel for all Lenders other than the Administrative AgentAgent and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses, any Issuing Bank or any Lenderand in each case to the extent invoiced, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or and 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 and Letters of Credit. (b) Each Account Party jointly and severally agrees to indemnify the Agents, the Joint Lead Arrangers and Joint Bookrunners and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for such Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or any other transactions contemplated hereby, (ii) any Letter of Credit, any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether such Indemnitee is a party thereto or whether such claim, litigation, investigation or proceeding is brought by the Company or any of its Subsidiaries or a third party; provided that the Borrower such indemnity shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition not, as to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unlessIndemnitee, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the Administrative Agent, any gross negligence or willful misconduct of such Issuing Bank Indemnitee or any Related Party of such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.Indemnitee. This

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable, invoiced (in reasonable detail), out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers, and its Affiliateseach Related Party of any of the foregoing Persons, reasonably including the reasonable fees, charges and disbursements of counsel for one counsel, reasonable expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses and expenses related to the Administrative Agentuse of IntraLinks, in connection with the arrangement and syndication of the credit facilities facility provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, waivers, modifications or waivers extensions (including amendments, waivers, modifications or extensions proposed by the Borrower) of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that the Borrower shall not be required (except in connection with the primary syndication of the Loans) to pay any fees and expenses incurred by the Administrative Agent, the Arrangers or any Related Parties of any of the foregoing Persons incurred in connection with an assignment or participation of any rights or obligations of a Lender hereunder unless initiated by the Borrower under Section 2.18(b) other than as a result of a default by the Lender; (ii) all reasonable, invoiced (in reasonable detail), out-of-pocket expenses reasonably incurred by any Issuing Bank (without duplication of amounts described in Section 2.11(b)) in connection with the issuance, amendment, renewal waiver, modification or extension (including proposed amendments, waivers, modifications, renewals or extensions) of any Letter of Credit or any demand for payment thereunder thereunder; and (iii) all out-of-pocket expenses reasonably incurred by the Administrative Agent, any Issuing Bank or Bank, any LenderLender and the Arrangers, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or Bank, any Lender, Lender and the Arrangers in connection with the enforcement or protection of its rights under and in connection with this Agreement or the Loan Documents, including its rights under this Section, Section 9.03 or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable, invoiced (in reasonable detail), out-of-pocket expenses reasonably incurred during in connection with any workoutworkout proceedings, restructuring enforcement costs and documentary taxes or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified . All amounts due under this clause paragraph (a) unless, (w) in the shall be payable not later than 30 days after written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensedemand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 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 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-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that in no event shall the Borrower shall not be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Administrative Agent (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionjurisdiction and regulatory counsel) and one counsel for all Persons indemnified under this clause of the other Lenders (a) unlessand up to one local counsel in each applicable jurisdiction and regulatory counsel), (w) in the written opinion of outside unless a Lender or its counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons determines that it would be inappropriate due to the existence of an create actual or potential conflict conflicts of interest; (x) interest to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseforegoing.

Expenses Indemnity Damage Waiver. (a) The Borrower Company 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 counsel counsels for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Syndtrak) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any one U.S. counsel, one Canadian counsel and one additional local counsel and regulatory counsel in each 118 applicable jurisdiction for the Administrative Agent and one additional counsel for all the Lenders other than the Administrative Agent and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses for the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower . The Administrative Agent shall not be required use its reasonable efforts to reimburse the legal fees and expenses of more than one outside counsel (in addition cause its counsels to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory provide invoices to the Borrower Company covering all fees, charges and the Administrative Agent, representation disbursements of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; counsel within ninety (x90) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those days of the indemnified persons; incurrence of any time or (z) the Borrower shall authorize in writing the Administrative Agent, any expense by such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensecounsel.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Administrative Agent, 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 or 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 hereof of any Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable 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, any Issuing Bank Agent or any Lenderthe Lenders, including the reasonable documented fees, charges and disbursements of any one firm of counsel to the Agent and the Lenders taken as a whole and one firm of local counsel for the Administrative Agent, any Issuing Bank Agent and Lenders in each applicable jurisdiction (and such additional counsel as the Agent or any LenderLender or group of Lenders 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 enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loans and other extensions of credit 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 or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees Term Loans, and expenses of more than one outside counsel (in addition iv) subject to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under other provisions of this clause (a) unlessAgreement, (w) in of the written opinion Loan Documents or of outside counsel reasonably satisfactory to any separate agreement entered into by the Borrower and the Administrative AgentAgent with respect thereto, representation of all such indemnified persons would be inappropriate due to reasonable documented out-of-pocket expenses incurred by the existence of an actual or potential conflict of interest; (x) Agent in the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those administration of the indemnified persons; or (z) Loan Documents. Expenses reimbursable by the Borrower shall authorize 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 writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-and documented out of pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Syndication Agents, the Documentation Agents, the Arrangers and its their respective Affiliates, including including, without limitation, the reasonable and documented fees, disbursements and other charges and disbursements of one firm of counsel for the Administrative Agent, the Collateral Agent, the Syndication Agents, the Documentation Agents and the Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single local counsel in each appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the this Agreement, any other Loan Documents Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), with such limitations set forth in the Engagement Letter, and (ii) all reasonable 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, any Issuing Bank the Collateral Agent, the Syndication Agents, the Documentation Agents, the Arrangers, or any Lender, including including, without limitation, the fees, disbursements and other charges and disbursements of any one firm of counsel for the Administrative Agent, any Issuing Bank the Collateral Agent and the Arrangers, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single local counsel in each appropriate jurisdiction and in the case of an actual or any Lenderpotential conflict of interest where the Administrative Agent, the Collateral Agent or the Arrangers affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person), in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoans.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay all (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions hereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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 documented and out-of-pocket of -pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one counsel (other than in-house counsel) for the Administrative Agent, any the Issuing Bank or any Lender, taken as a whole, and, if reasonably necessary, a single local counsel for the Administrative Agent and the Lenders, taken as a whole, in each relevant jurisdiction, and solely in the case of a perceived conflict of interest, one additional counsel in each relevant jurisdiction in each group of affected Lenders similarly situated, taken as a whole, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that in no event shall the Borrower shall not be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Administrative Agent (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionjurisdiction and regulatory counsel) and one counsel for all Persons indemnified under this clause of the other Lenders (a) unlessand up to one local counsel in each applicable jurisdiction and regulatory counsel), unless a Lender or its counsel determines that it is impractical or inappropriate (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons or would be inappropriate due to the existence of an create actual or potential conflict conflicts of interest; (x) to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the Administrative Agentforegoing. Expenses being reimbursed by the Loan Parties under this Section include, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to without limiting the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those generality of the indemnified persons; or (z) the Borrower shall authorize foregoing, reasonable fees, costs and expenses incurred in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Xxxxxxxx shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, Affiliates (including the reasonable fees, charges and disbursements documented out-of-pocket fees and expenses of counsel for the Administrative AgentAgent and its Affiliates, limited to (x) a single primary counsel to the Administrative Agent and its Affiliates and (y) a single local counsel to the Administrative Agent and its Affiliates in connection each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) associated with the syndication of the credit facilities provided for hereinherein and the preparation, the preparation negotiation, execution, delivery and administration of this Agreement and the Loan other Credit Documents and any amendment or any amendments, modifications or waivers waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any Issuing Bank or any Lender, (including the fees, charges fees and disbursements expenses of any counsel for the Administrative Agent, any Lender or any Issuing Bank; provided that fees and expenses of counsel for the Administrative Agent, any Lender or any Issuing Bank shall be limited to (x) a single primary counsel to the Administrative Agent, (y) a single local counsel to the Administrative Agent in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and (z) in the event of any actual or any Lenderpotential conflict of interest, one additional counsel for each party subject to such conflict), in connection with the 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 out-of-pocket expenses incurred during any workout, workout or restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal , and (iv) any civil penalty or fine assessed by OFAC or any other Governmental Authority against, and all reasonable costs and expenses (including counsel fees and expenses of more than one outside counsel (expenses) incurred in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unlessconnection with defense thereof by, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank Agent or any such Lender shall have reasonably concluded as a result of conduct of any Borrower that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank violates a sanction enforced by OFAC or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseother Governmental Authority.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesAffiliates (limited, including in the case of counsel, to the reasonable and documented fees, charges and disbursements of one primary counsel and, to the extent necessary, one local counsel in each applicable jurisdiction for the Administrative 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 hereinherein and the preparation, execution and delivery of this Agreement and the preparation other Loan Documents (provided that the Borrower shall not be responsible for any fees and expenses under this clause (i) for any advisors, consultants or other third party service providers engaged by the Administrative Agent unless the Borrower shall have approved the engagement of such advisor, consultant or other third party advisor in writing prior to the engagement of such advisor, consultant or other third party advisor by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)), (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (limited, in the case of counsel, to the reasonable and documented fees, charges and disbursements of one primary counsel and, to the extent necessary, one local counsel in each applicable jurisdiction for the Administrative Agent) in connection with the review and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiiv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any LenderLender (limited, including in the case of counsel, to the reasonable and documented fees, charges and disbursements of any one primary counsel and, to the extent necessary, one local counsel in each applicable jurisdiction for the Administrative AgentAgent and, any Issuing Bank solely in the case of an actual or any Lenderperceived conflict of interest or the availability of different claims or defenses, one additional counsel or local counsel, as applicable, for all affected Lenders, taken as a whole) in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties, jointly and severally, shall pay or promptly reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, Lead Arranger and its Affiliatestheir respective Affiliates (limited, including in the case of legal costs, to the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel for the Administrative AgentAgent and Lead Arranger collectively (including one reasonably necessary local counsel in each material jurisdiction for the Administrative Agent and Lead Arranger collectively), in connection with the syndication of the credit facilities provided for herein, (ii) all reasonable and documented out-of-pocket expenses incurred by the preparation Administrative Agent and its Affiliates (limited in the case of legal costs, to the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel for the Administrative Agent and one reasonably necessary local counsel in each material jurisdiction for the Administrative Agent), in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiiv) all documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any LenderLender (limited in the case of legal costs, including to the reasonable and documented out-of-pocket fees, charges and disbursements of any one primary counsel to all such persons, collectively, one local counsel for each other relevant jurisdiction, to all such persons, collectively, and additional counsel in each relevant jurisdiction (to be shared by similarly situated persons) in light of conflicts of interest for the Administrative Agent, any the Issuing Bank or any Lender) during the existence of an Event of Default, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during the existence of an Event of Default and during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses actually incurred by the Administrative Agent Agents and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, their 103 Affiliates 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 provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, for the purposes of this clause (i), the Borrower shall only be required to pay the actual reasonable and documented fees, charges and disbursements of one primary external counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for the Agents and their Affiliates, taken as a whole, (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that that, for purposes of this clause (iii), the Borrower shall not only be required to reimburse pay the legal fees fees, disbursements and expenses other charges of more than one outside primary external counsel for the Agents, all Issuing Banks and all Lenders, taken as a whole, and, if reasonably necessary, a single local counsel for the Agents, all Issuing Banks and all Lenders, taken as a whole, in each relevant jurisdiction (which may be a single local counsel acting in addition to any special multiple jurisdictions) or, solely in the case of an actual or perceived conflict of interest among the Agents, the Issuing Banks and the Lenders where the Persons affected by such conflict inform the Borrower of such conflict, one additional primary external counsel and up to one additional local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unlessrelevant jurisdiction to each group of similarly situated affected Persons, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensetaken as a whole.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall jointly and severally pay (i) all actual reasonable out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates, including the actual reasonable fees, charges and disbursements of counsel for the Administrative AgentAgents, for Inventory appraisers, and for commercial finance 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 hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the Administrative AgentAgents, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative AgentAgents, any the Issuing Bank or any Lender, for Inventory appraisals and for commercial finance examinations, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit Extensions; provided that the Lenders who are not the Agents or the Issuing Bank shall be entitled to reimbursement for no more than one counsel representing all such Lenders (absent a conflict of interest in which case the Lenders may engage and be reimbursed for additional counsel), and provided further that the Borrower shall not be required obligated to reimburse the legal fees and expenses pay in excess of more than one outside counsel $17,500 (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionincluding out-of-pocket expenses) for all Persons indemnified under this clause any commercial finance examination or in excess of $40,000 (aincluding out-of-pocket expenses) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, for any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseInventory appraisal.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, 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 agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank 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 Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee, BUT THE PRESENCE OF ORDINARY NEGLIGENCE SHALL NOT AFFECT THE AVAILABILITY OF SUCH INDEMNITY. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Bank or the Swingline Lender under paragraphs (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank or the Swingline Lender, as the case may be, such Lender's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such. For purposes hereof, a Lender's "pro rata share" shall be determined based upon (without duplication) its share of the sum of the total Revolving Exposures and unused Revolving Commitments at the time. To the extent permitted by applicable law, neither the Borrower nor any other Loan Party shall not be required assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to reimburse direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the legal fees and expenses Transactions, any Loan or Letter of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified Credit or the use of the proceeds thereof. All amounts due under this clause (a) unless, (w) in the Section shall be payable not later than three Business Days after written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensedemand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses actually incurred by the Administrative Agent and its Affiliates; provided that, including for the purposes of this clause (i), the Borrower shall only be required to pay the actual reasonable and documented fees, charges and disbursements of one primary external counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for the Administrative AgentAgent and its Affiliates, 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 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 Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder [Intentionally Omitted] and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided that that, for purposes of this clause (iii), the Borrower shall not only be required to reimburse pay the legal fees fees, disbursements and expenses other charges of more than one outside primary external counsel for the Administrative Agent and all Lenders and, if reasonably necessary, a single local counsel for the Administrative Agent and all Lenders in each relevant jurisdiction (which may be a single local counsel acting in addition to any special multiple jurisdictions) or, solely in the case of an actual or perceived conflict of interest between the Administrative Agent and the Lenders where the Lenders affected by such conflict inform the Borrower of such conflict, one additional primary external counsel and up to one additional local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion relevant jurisdiction to each group of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensesimilarly situated affected Lenders).

Expenses Indemnity Damage Waiver. (a) The Holdings and the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger and its their respective Affiliates, including the reasonable fees, charges and disbursements of one primary counsel for the Administrative Agentand one firm of local counsel in each appropriate jurisdiction, 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 preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendmentswaiver, amendments or modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by 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 the Administrative Agent, the Arranger, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any of the Administrative Agent, any Issuing Bank or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that same shall be limited to (A) one counsel to the Borrower shall not be required to reimburse Administrative Agent and for the legal fees and expenses of more than one outside counsel Lenders (in addition to any special counsel and up to taken together as a single group or client), (B) if necessary, one local counsel required in each any relevant local jurisdiction and applicable local jurisdictionspecial regulatory counsel and (C) for all Persons indemnified under this clause (a) unless, (w) in the written opinion if representation of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of Agent and/or all Lenders in such indemnified persons 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; (x) , one additional counsel for the Administrative Agent, any Agent and for each Lender subject to such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseconflict.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent and its the Joint Lead Arrangers/Joint Bookrunners and their Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative AgentAgent and the Joint Lead Arrangers/Joint Bookrunners and their Affiliates, taken as a whole, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable 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 the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank or any LenderLender (but in such case limited to, the reasonable out-of-pocket fees, charges and disbursements of one counsel to the Administrative Agent, one counsel to the Lenders (as selected by the Required Lenders other than the Administrative Agent) and, to the extent reasonably necessary, one local counsel in each applicable jurisdiction, and, in the case of a conflict of interest, where the Persons affected by such conflict inform the Borrower in writing prior to obtaining additional counsel, one additional counsel for such Persons affected by such conflict), during the existence of an Event of Default and in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-and documented or invoiced fees and out of pocket expenses incurred by the Lender, the Administrative Agent, the Collateral Agent and its Affiliatestheir Affiliates (without duplication), including the reasonable fees, charges and 135 disbursements of Xxxxx Xxxx & Xxxxxxxx LLP, Xxxxxxx & Xxxxxxx LLP, and, to the extent reasonably determined by the Lenders and the Administrative Agent and the Collateral 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, Collateral Agent and Lenders in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation and execution, delivery or administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), thereof and (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal and documented or extension of any Letter of Credit or any demand for payment thereunder invoiced fees and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lenderthe Collateral Agent 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 hereunderhereunder (including, but not limited to, all out-of-pocket costs and expenses associated with creating and maintaining the Platform and providing accounting for the Lenders), including all such fees and out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided that such counsel shall be limited to one counsel for the Borrower shall not be required to reimburse Administrative Agent, one counsel for the legal fees Collateral Agent, and expenses of more than one outside counsel (in addition to any special counsel and up to for the Lenders taken as a whole, and, if necessary, one local counsel in each applicable local jurisdiction) jurisdiction and one foreign counsel for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ one separate counsel at for the Borrower’s expenseCollateral Agent and one local counsel in each applicable jurisdiction and one foreign counsel for the Lenders taken as a whole.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Effective Date occurs and the Transactions have been consummated, (i) all reasonable reasonable, documented and invoiced out-of-pocket costs and expenses incurred by the Term Administrative Agent Agent, the Joint Lead Arrangers and its Affiliatestheir respective Affiliates (without duplication) (limited, including in the reasonable case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxx Xxxxxxxx LLP and to the extent reasonably determined by the Term Administrative Agent to be necessary, one firm of local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the Administrative Agentaffected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case, in connection with the syndication of the credit facilities provided for herein, and the preparation preparation, negotiation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), thereof and (ii) all reasonable reasonable, documented and invoiced 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 costs and (iii) all out-of-pocket expenses incurred by the Term Administrative Agent, any Issuing Bank Joint Lead Arranger or any Lender, including the fees, charges and disbursements of any counsel for the Term Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxx Xxxxxxxx LLP and to the extent reasonably determined by the Term Administrative Agent to be necessary, one local counsel in each relevant jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any Issuing Bank other advisor or any Lenderconsultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (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, Section 9.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all 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 the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoan.

Expenses Indemnity Damage Waiver. (ao) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 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 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 Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any one counsel (and appropriate local counsel) for the Administrative Agent, any and one additional counsel (and appropriate local counsel) of the Issuing Bank or any LenderBanks and the Lenders, collectively, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the . The Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and indemnify the Administrative Agent, representation each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such indemnified persons would be inappropriate due 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 owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the existence Borrower or any of an its Subsidiaries, or (iv) any actual or potential conflict prospective claim, litigation, investigation or proceeding relating to any of interestthe foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; (x) provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the illegal conduct, fraud, gross negligence or willful misconduct of such Indemnitee. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any such Issuing Bank or any such the Swingline Lender shall have reasonably concluded that there may be legal defenses available under paragraph (a) or (b) of this Section, each Lender severally agrees to it that are different from or additional pay to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the Borrower’s failure to pay any such Lender amount shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) not relieve the Borrower shall authorize of any default in writing the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, any such Issuing Bank or the Swingline Lender in its capacity as such. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any such Lender claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to employ separate counsel at direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Borrower’s expenseTransactions, any Loan or Letter of Credit or the use of the proceeds thereof. All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates, Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-and documented out of pocket expenses incurred by any the Issuing Bank Lenders 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-reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Issuing Bank Lender or any Lender, Issuing Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-reasonable and documented out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that provided, that, in the Borrower case of this clause (iii), legal fees and legal expenses shall not be required limited to reimburse the legal fees and expenses of more than one outside legal counsel (in addition to any for the Administrative Agent and the Lenders plus, if necessary, one special counsel for each relevant specialty and up to one local counsel in each applicable local per jurisdiction) for all Persons indemnified under this clause (a) unless; provided, (w) further, that, in the written opinion event of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an any actual or potential conflict of interest; (x) , the Borrowers shall be liable for the fees and expenses of one additional counsel for each Person or group of Persons subject to such conflict. Notwithstanding anything in this Section 9.05(a), the foregoing costs and expenses shall exclude allocated costs of internal counsel to the Administrative Agent, any such the Issuing Bank Lender or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLender.

Expenses Indemnity Damage Waiver. (a) The Borrower Parent and the Borrowers shall (and hereby jointly and severally agree to) pay (i) all reasonable and documented out-of-of- pocket expenses incurred by the Administrative Agent Agent, the Lead Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative 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 other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any 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 documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (other than in-house counsel) for the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that in no event shall Parent or the Borrower shall not Borrowers be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Administrative Agent (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionjurisdiction and regulatory counsel) and one counsel for all Persons indemnified under this clause of the other Lenders (a) unlessand up to one local counsel in each applicable jurisdiction and regulatory counsel), (w) in the written opinion of outside unless a Lender or its counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons determines that it would be inappropriate due to the existence of an create actual or potential conflict conflicts of interest; (x) interest to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseforegoing.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers and the Agents and their Affiliates (limited, the Administrative Agent and its Affiliatestheir Affiliates (other than, prior to the Acquisition Closing Date, the Excluded Parties) for which receipt of a written request therefor (together with detailed supporting documentation (including line item breakdown) supporting such request is provided) (limited (x) in the case of legal fees, to the reasonable fees, charges and out-of-pocket disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, and one Canadian counsel and one counsel in any other non-U.S. jurisdiction in which the Arrangers shall deem it advisable to retain counsel in connection with borrowings in or by a subsidiary organized under the laws of such jurisdiction, only, but not for any other third party consultant retained without the Administrative AgentCompany’s consentone counsel reasonably acceptable to the Agents, including in connection with the First Amendment (whether or not the Acquisition Closing Date occurs) and (y) in the case of any other advisors and consultants, to advisors and consultants approved by the Company), 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 and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided, that all such expenses incurred prior to the Acquisition Closing Date shall be paid by the Company on the Acquisition Closing Date if a written request therefor (together with detailed supporting documentation (including line item breakdown) supporting such reimbursement request) is provided within three (3) business days prior to the Acquisition Closing Date, and (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit anythe Administrative Agent or any demand for payment thereunder Lender (limitedfor which receipt of a written request therefor (together with detailed supporting documentation (including line item breakdown) supporting such request is provided) (limited (I) in the case of legal fees, (x) with respect to any Agent, to the reasonable fees, charges and (iii) all out-of-pocket expenses incurred by disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and one local counsel per relevant jurisdiction, and (y) with respect to all of the Administrative Agentother Lenders combined, any Issuing Bank or any Lender, including to the reasonable fees, charges and out-of-pocket disbursements ofcounsel to the Agents and the Lenders, taken as a whole, (and one counsel per jurisdiction and to the extent required by conflicts of interest, one additional counselfor each appropriate jurisdiction and, solely in the case of actual or potential conflict of interest where the Agents or such Lender affected by such conflict notifies the Company of the existence of such conflict, one additional counsel in each applicable jurisdiction) and (II) in the case of any counsel for other advisors and consultants, to advisors and consultants approved by the Administrative Agent, any Issuing Bank or any Lender, Company) in connection with the enforcement or protection of its rights in connection with the any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued the B/As accepted and purchased, hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided provided, that in each case, the Borrower shall not be required have no obligation to reimburse the for expenses (including legal fees and expenses of expenses) which have been incurred more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in 60 days from the written opinion date of outside counsel reasonably satisfactory to receipt by the Borrower and the Administrative Agent, representation Company of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseinvoice.

Expenses Indemnity Damage Waiver. (a) The Borrower 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 counsel 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 hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable 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, any Issuing Bank Agent or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank Agent or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank Agent or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank Agent or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its their Affiliates, including expenses incurred in connection with due diligence and the reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and any other counsel for any of the Administrative Agentforegoing retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, including the preparation preparation, execution and delivery of the Engagement Letter, as well as the preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-ofout‑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 Administrative Agent, any Arranger, any Issuing Bank or any Lenderand the Lenders, including the reasonable fees, charges and disbursements of any one counsel for the foregoing and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single local counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest, where the Administrative AgentAgent or any Arranger, any Issuing Bank or any LenderLender affected by such conflict informs the Borrower of such conflict, of another firm of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected party), in connection with the 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 out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that . All amounts payable under this Section 9.03(a) shall be paid within thirty days after receipt by the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any invoice relating thereto setting forth such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize amounts in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expensereasonable detail.

Expenses Indemnity Damage Waiver. (a) The Borrower Parent and the Borrowers shall (and hereby jointly and severally agree to) pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Lead Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative 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 other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any 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 documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (other than in-house counsel) for the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that in no event shall Parent or the Borrower shall not Borrowers be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Administrative Agent (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionjurisdiction and regulatory counsel) and one counsel for all Persons indemnified under this clause of the other Lenders (a) unlessand up to one local counsel in each applicable jurisdiction and regulatory counsel), (w) in the written opinion of outside unless a Lender or its counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons determines that it would be inappropriate due to the existence of an create actual or potential conflict conflicts of interest; (x) interest to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseforegoing.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Closing Date occurs, (i) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and its AffiliatesAffiliates (without duplication) limited, including in the reasonable case of (x) legal fees and expenses, to, the reasonable, documented and invoiced fees, disbursements and other charges of White & Case LLP and disbursements to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel, one foreign counsel and one regulatory counsel in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or reasonably potential conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel (and, to the extent reasonably determined by the Administrative Agent to be necessary, one additional conflicts local counsel, foreign counsel and regulatory counsel in each applicable jurisdiction) for the affected Indemnitees similarly situated and such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation preparation, negotiation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not proposed amendments, modifications or waivers of the transactions contemplated hereby or thereby shall be consummatedprovisions thereof), (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by any 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 and invoiced out-of-of- pocket expenses incurred by the Administrative Agent, any each Issuing Bank or any Lender, including the fees, disbursements and other charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank or any LenderBanks and the Lenders, in connection with the enforcement enforcement, protection or protection preservation of its any rights or remedies (A) in connection with the Loan DocumentsDocuments (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, Section 9.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit (including, through the PIK Repayment Maturity Date, the fees, charges and disbursements of counsel and any advisors to the adAd hHoc gGroup of Lenders, including Ropes & Gray LLP and F T I Consulting, Inc.Advisors); provided that the Borrower such counsel shall not be required limited to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special lead counsel and up to one local counsel in each applicable local jurisdictionjurisdiction (exclusive of any reasonably necessary special counsel) for all Persons indemnified under this clause (a) unlessand, (w) in the written opinion case of outside counsel an actual or reasonably satisfactory to the Borrower and potential conflict of interest, where the Administrative Agent, representation each Issuing Bank or any Lender affected by such conflict notifies Holdings of all such indemnified persons would be inappropriate due to the existence of an actual such conflict and thereafter retains its own counsel, one additional conflicts counsel (and, to the extent reasonably determined by the Administrative Agent to be necessary, one additional conflicts local counsel, foreign counsel and regulatory counsel in each applicable jurisdiction)) and such other counsel as may be retained with the Borrower’s consent (such consent not to be unreasonably withheld or potential conflict of interest; delayed). (xb) The Borrower shall indemnify the Administrative Agent, each Issuing Bank, each Lender, each Lead Arranger, each Bookrunner, and each Related Party of any of the foregoing Persons (each such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (yPerson being called an “Indemnitee”) the Administrative Agentagainst, and hold each Indemnitee harmless from, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those and all losses, claims, damages, liabilities and reasonable and documented and invoiced out-of-pocket fees and expenses (limited, in the case of the indemnified persons; or (zx) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.legal fees

Expenses Indemnity Damage Waiver. (a) The a. Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by each Lender, the Administrative Agent and its Affiliatesthe Collateral Agent, including including, in each case, the reasonable and documented fees, charges and disbursements of FisherBroyles, LLP, as primary counsel for the Agents, Husch Xxxxxxxxx LLP, as counsel to one or more of the Lenders, Xxxxxx, Xxxx & Xxxxxxxx LLP, as counsel to one or more of the Lenders, and one additional local counsel in each applicable jurisdiction for each of the Lenders, the Administrative Agent and the Collateral Agent, in connection with the syndication structuring and arrangement of the DIP Facility 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 preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable 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 Lenders or the Lenders as a group, the Administrative Agent and the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any FisherBroyles, LLP, as primary counsel for the Agents, Husch Xxxxxxxxx LLP, as counsel to one or more of the Lenders, Xxxxxx, Xxxx & Xxxxxxxx LLP, as counsel to one or more of the Lenders, and if deemed necessary by the Lenders, the Administrative Agent or the Collateral Agent, any Issuing Bank or any Lenderone additional local counsel in each applicable jurisdiction for each of the foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those associated with ongoing monitoring of the indemnified persons; DIP Facility or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower Prior to the Closing Date, Horizon shall, and hereby agrees to pay and, from and after the Closing Date, Irish Holdco and the Borrowers shall (and hereby jointly and severally agree to) pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents, the Lead Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgents, 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 provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and, (ii) all reasonable 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, any Issuing Bank the Collateral Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel (other than in-house counsel) for the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans. Notwithstanding the foregoing, in no event shall Horizon, Irish Holdco or Letters of Credit; provided that the Borrower shall not Borrowers be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Agents (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionjurisdiction and regulatory counsel) and one counsel for all Persons indemnified under this clause of the other Lenders (aand up to one local counsel in each applicable jurisdiction and regulatory counsel), unless a Lender or its counsel determines that it would create actual or potential conflicts of interest to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the foregoing; provided, that same shall be limited to (A) unlessone counsel to the Administrative Agent and for the Lenders (taken together as a single group or client), (wB) if necessary, one local counsel required in the written opinion any relevant local jurisdiction and applicable special regulatory counsel and (C) if representation of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of Agent and/or all Lenders in such indemnified persons 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; (x) , one additional counsel for the Administrative Agent, any Agent and for each Lender subject to such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseconflict.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided, that under this clause (i), the Company shall not be required to pay reasonable costs, fees and expenses for more than one primary counsel for the Administrative Agent and one local counsel for the Administrative Agent in each jurisdiction where local counsel is required by the Administrative Agent unless one or more Lenders determines that the use of one primary counsel could result in an actual or potential conflicts of interest, in which case the Company shall also be required to pay reasonable costs, fees and expenses for one additional counsel for the Lenders, (ii) all reasonable out-of-pocket expenses incurred by any 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 out-of-pocket expenses incurred by the Administrative any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that in no event under this clause (iii) shall the Borrower shall not Company be required to reimburse the legal fees and expenses of Lenders for more than one outside primary counsel (in addition to any special counsel the Administrative Agent and up to one local counsel in each applicable local per jurisdiction) , and one counsel for all Persons indemnified under this clause (a) unlessof the other Lenders, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any fees or charges of any financial advisor or other restructuring professional in excess of reasonable fees and charges charged or incurred by such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from financial advisor or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenserestructuring professional.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (and one additional local counsel in each applicable jurisdiction) for the Administrative 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 this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, in advance of contacting outside counsel of the Administrative Agent regarding matters concerning the administration of this Agreement in respect of which the Administrative Agent will expect to be reimbursed by the Company, the Administrative Agent will notify the Company of its intent to contact such outside counsel, and (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuancereasonable, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder documented and (iii) all invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank Agent or any Lender, including the reasonable, documented and invoiced fees, charges and disbursements of any one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative AgentAgent and the Lenders , any Issuing Bank taken as a whole, and additional counsel to the extent reasonably determined by the Administrative Agent or any LenderLender or group of Lenders to be necessary to avoid actual or potential conflicts of interest or the availability of different claims or defenses (solely to the extent the Company is informed in writing of such conflict or different claim or defense in advance of hiring additional counsel), in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument at any time during a Default, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations during an Event of Default in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.Loans. #91672042V18 78

Expenses Indemnity Damage Waiver. (a) The Borrower 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 primary counsel and, if reasonably necessary, one special and one local counsel in each relevant jurisdiction for the Administrative AgentAgent and such Affiliates (in each case, excluding allocated costs of in-house counsel), in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated); 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 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 AgentAgent or, after the occurrence and during the continuance of any Event of Default, any Lender and any Issuing Bank or any LenderBank, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that (but limited to one counsel for the Borrower shall not be required to reimburse Administrative Agent and the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to Lenders taken a whole and, if reasonably necessary, one local counsel in each applicable local jurisdictionrelevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Persons indemnified under this clause (a) unlessand, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence case of an actual or potential perceived conflict of interest; (x) , where the Administrative Agentparty affected by such conflict, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) informs the Borrower shall authorize of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Person and, if necessary, one local counsel in writing the Administrative Agenteach relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (in each case, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseexcluding allocated costs of in-house counsel)).

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Joint Collateral Agents and its the Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, which obligation in respect of counsel shall be limited to a single transaction and documentation counsel and other special and local 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 the Loan Documents or any amendments, modifications or waivers of the provisions hereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Joint Collateral Agents in connection with the performance of their duties pursuant to the provisions of the Loan Documents and (iiiiv) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, (which obligation in respect of counsel shall be limited to one counsel for the Administrative Agent and one counsel for the Lenders, unless there is an actual or perceived conflict of interest, in which case each Lender shall be entitled to its own counsel, as well as, in each case, other special and local counsel) in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that . Expenses being reimbursed by the Borrower shall not be required to reimburse Company under this Section include, without limiting the legal fees generality of the foregoing, costs and expenses of more than one outside counsel (incurred in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.connection with:

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, Affiliates 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 provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative Agent (together with (A) a single local counsel, if applicable, and single specialist counsel (for each relevant jurisdiction and relevant specialization), as reasonably required and (B) in the case of an actual conflict of interest, one additional counsel for each relevant jurisdiction and/or specialization for all similarly situated parties taken as a whole; provided, that the Company shall not be obligated to pay for any other third party advisor hired without the consent of the Company (such consent not to be unreasonably withheld)) and (ii) all reasonable 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, any Issuing Bank Agent or any Lender, including the reasonable and documented fees, charges and disbursements of any a single counsel for the Administrative AgentAgent and the Lenders (together with (A) a single local counsel, if applicable, for each relevant jurisdiction, as reasonably required and (B) solely in the case of an actual conflict of interest, one additional counsel for each relevant jurisdiction for all similarly situated parties taken as a whole; provided, that the Company shall not be obligated to pay for any Issuing Bank or any Lenderother third party advisor hired without the consent of the Company (such consent not to be unreasonably withheld)), in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoans.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent Agent, the Syndication Agents, the Documentation Agents, the Arrangers and its their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent, Agent and the Arrangers in connection with the syndication of the credit facilities provided for herein, the preparation preparation, administration, execution and administration delivery of this Agreement, the Loan other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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-pocket expenses incurred by the Administrative Agent, any the Collateral Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any the Issuing Bank and the Lenders (limited to one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively, plus in the case of an actual or any Lenderperceived conflict of interest where the person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected person)), in connection with the enforcement or protection of its rights in connection with this Agreement and the Loan other Credit Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through an Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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 out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one firm as counsel for the Administrative Agent (and, in addition to such firm, any local counsel engaged in each relevant jurisdiction by such firm), one firm as counsel for the Issuing Bank (and, in addition to such firm, any local counsel engaged in each relevant jurisdiction by such firm), and one additional firm as counsel for the Lenders (and, in addition to such firm, any local counsel engaged in each relevant jurisdiction by such firm) and additional counsel as the Administrative Agent, any the Issuing Bank or any LenderLender or group of Lenders reasonably determines are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Effective Date occurs and the Transactions have been consummated, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Lead Arranger, First Lien Administrative Agent and its Affiliatestheir Affiliates (without duplication) (limited, including in the reasonable case of (x) legal fees and expenses, to, the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the First Lien Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in each case for the First Lien Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation preparation, execution, delivery and administration of the First Lien Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof and (whether y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, disbursements and other charges of such advisor or consultant, but solely to the extent the Borrower has consented to the retention of such person (such consent not the transactions contemplated hereby to be unreasonably withheld or thereby shall be consummateddelayed), (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by any 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 Lead Arranger, the First Lien Administrative Agent, any each Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Lead Arranger, the First Lien Administrative Agent, any the Issuing Bank or any LenderBanks and the Lenders, in connection with the enforcement or protection of its any rights or remedies (A) in connection with the First Lien Loan DocumentsDocuments (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, Section 9.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all 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 the Borrower such counsel shall not be required limited to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special lead counsel and up to one local counsel in each applicable local jurisdictionjurisdiction (exclusive of any reasonably necessary special counsel) for all Persons indemnified under this clause (a) unlessand, (w) in the written opinion case of outside counsel reasonably satisfactory to a conflict of interest, where the Borrower and the First Lien Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such each Issuing Bank or any Lender affected by such Lender shall have reasonably concluded that there conflict notifies Holdings of the existence of such conflict and thereafter retains its own counsel, one additional counsel) and such other counsel as may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at retained with the Borrower’s expenseconsent (such consent not to be unreasonably withheld or delayed).

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (severally in accordance with each Borrower’s percentage of the total Loans funded to it): (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the Lenders, and the Joint Lead Arrangers in connection with the preparation, documentation, negotiation, execution and delivery of the Loan Documents, including, but not limited to, travel expenses, drafting and printing of the marketing materials, the reasonable fees, charges and disbursements of one outside counsel in each applicable jurisdiction for the Administrative Agent and the Joint Lead Arrangers, provided that, each of the Administrative Agent, each Lender, and the Joint Lead Arrangers acknowledge and agree that (x) any such out-of-pocket expenses (excluding, for the avoidance of doubt, fees, costs and expenses of counsel (which shall be subject to clause (ii) of this Section 11.03(a)) and any costs related to Debtdomain (or any other similar electronic platform) exceeding $5,000 (individually or in the aggregate) incurred by the Joint Lead Arrangers or its respective Affiliates in connection with the syndication of the Facility prior to the Effective Date shall be approved by the Borrowers and the Guarantor (such approval not to be unreasonably withheld, conditioned or delayed), and (y) the obligation to reimburse the Administrative Agent, the Lenders and the Joint Lead Arrangers for the costs and expenses of counsel incurred in connection with the preparation, negotiation and execution of the Loan Documents shall be subject to the agreements with respect thereto among the Obligors, the Administrative Agent, the Joint Lead Arrangers and such counsel (as applicable); (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliatesor any Lender, including the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgent or the Lenders (which shall be limited to one outside counsel in each applicable jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents Facility or any amendmentsamendment, modifications supplement, modification, waiver or waivers of the provisions hereof consent related thereto; and (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable costs and expenses incurred by the Administrative Agent or any Lender (including documented external counsel fees and out-of-pocket expenses incurred by any Issuing Bank expenses), if any, in connection with the issuancepreservation of rights under or with respect to, amendmentor enforcement of, renewal this Agreement (whether through negotiations, legal proceedings or extension otherwise), including the enforcement of the reimbursement rights under this Section 11.03 and in connection with any workout or restructuring in respect of the Loans. (b) Each Borrower shall indemnify (severally in accordance with each Borrower’s percentage of the total Loans funded to it) the Administrative Agent and each Lender, and each Related Party of any Letter of Credit or any demand for payment thereunder the foregoing Persons (each such Person being called an “Indemnitee”) against, and (iii) all out-of-pocket expenses incurred by the Administrative Agenthold each Indemnitee harmless from, any Issuing Bank or any Lenderand all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expense.and

Expenses Indemnity Damage Waiver. (a) The Borrower Guarantor shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesAffiliates (which shall be limited, including in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements and other charges of one firm of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case, for the Administrative AgentAgent and its Affiliates), 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 hereinin the Credit Agreement, the preparation and administration of this Guaranty and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank the L/C Issuers in connection with the issuance, amendment, renewal amendment 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, any Issuing Bank L/C Issuer or any LenderLender (which shall be limited, including in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of any one firm of counsel for the Administrative Agent (and, to the extent reasonably required by the Administrative Agent, any Issuing Bank one firm of local counsel for the Administrative Agent in each applicable jurisdiction) and one counsel for all of the other Lenders and L/C Issuers (and, to the extent reasonably required by the Lenders, up to one firm of local counsel for all of the other Lenders and L/C Issuers in each applicable jurisdiction), unless a Lender or any Lenderits counsel reasonably determines that it would create actual or potential conflicts of interests to not have individual counsel, in which case similarly affected Lenders may have one additional firm of counsel) in connection with the enforcement or protection of its rights in connection with the this Guaranty and any other Loan DocumentsDocument, including its rights under this SectionSection 5.10, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses (subject to the foregoing limitations with respect to legal fees and expenses) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseLoans.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 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 any 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 documented out-of-pocket expenses incurred by the Administrative any Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative any Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that in no event shall the Borrower shall not Company be required to reimburse the legal fees and expenses of Lenders for more than one outside counsel to the Administrative Agent (and up to one 105 local counsel in addition to any special each applicable jurisdiction and regulatory counsel) and one counsel for all of the other Lenders (and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause jurisdiction and regulatory counsel), unless a Lender or its counsel determines that it is impractical or inappropriate (a) unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons or would be inappropriate due to the existence of an create actual or potential conflict conflicts of interest; (x) to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel at the Borrower’s expenseforegoing.