Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligations.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) to pay or reimburse all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the developmentpreparation of this Agreement and the other Loan Documents, preparationor by the Administrative Agent in connection with the syndication of the Commitments, negotiation and execution administration of this Agreement and the other Loan Documents (including expenses incurred in connection with due diligence, initial and any amendmentongoing appraisals and Collateral examinations to the extent incurred in accordance with the terms of this Agreement, waivermortgage recordings, consent title registrations, UCC filings and other filings in connection with the creation and perfection of the Liens of the Collateral Agent (and the priority thereof) as contemplated hereby or other modification Loan Documents and the reasonable fees, disbursements and charges of no more than one counsel in each jurisdiction where Collateral is located) or any amendments, modifications or waivers of the provisions hereof and or thereof (whether or not such amendment, waiver or modification is approved by the transactions contemplated hereby or thereby are consummatedapplicable Lenders), including the reasonable fees, charges and disbursements of Simpson, Thacher & Xxxxxxxx LLP, counsel for the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, and the consummation reasonable fees, charges and administration disbursements of the transactions contemplated hereby one local counsel per applicable jurisdiction; and thereby, including, without limitation, (ii) all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to including Other Taxes) incurred by the fees and expenses of a single law firm representing Agents, the Administrative Agent and Issuing Banks, the Syndication Agent) and (ii) to pay Swingline Lender or reimburse the Administrative Agent and each any Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, enforcement or preservation protection of any their rights or remedies under in connection with this Agreement or and the other Loan Documents (Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of a single counsel for all such costs persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict informs Intermediate Holdings of such conflict and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Lawthereafter retains its own counsel with Intermediate Holdings’ prior written consent (not to be unreasonably withheld), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationsanother firm for such affected person).

Expenses; Indemnity. (a) The Borrower hereby agrees to pay (i) to pay or reimburse all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent, the Arrangers and the Syndication Agent for all costs and expenses incurred their respective Affiliates in connection with the developmentsyndication and distribution (including via the internet or through a service such as Intralinks) of the credit facilities provided for herein, preparation, negotiation the preparation and execution administration (other than routine administrative procedures and excluding costs and expenses relating to assignments and participations of lenders) of this Agreement and the other Loan Documents and Documents, or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated), including the reasonable fees, charges and disbursements of one primary counsel for the Administrative Agent, the Collateral Agent and the consummation Arrangers, taken as a whole, and, if necessary, the reasonable fees, charges and administration disbursements of the transactions contemplated hereby one local counsel per jurisdiction, (ii) all reasonable and thereby, including, without limitation, all documented out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred by any Issuing Bank in connection with the enforcementissuance, attempted enforcementamendment, renewal or preservation extension of any rights Letter of Credit or remedies under this Agreement or the other Loan Documents any demand for payment thereunder and (including iii) all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent Agents, any Issuing Bank or any Lender in connection with the enforcement of their rights in connection with this Agreement and any other Loan Document, in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and including (but limited in the case of fees, charges and disbursements of counsel to) the fees, charges and disbursements of a single counsel for the Agents, Lenders and the cost Issuing Banks, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such persons, taken as a whole (and, in the case of independent public accountants an actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination thereafter retains its own counsel, of the Commitments and repayment of another firm for all the other Obligationssuch affected persons).

Expenses; Indemnity. (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent all reasonable and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Arrangers, the Syndication Agent, the Issuers and the cost Lenders (including the reasonable fees, charges and disbursements of independent public accountants Weil, Gotshal & Xxxxxx LLP (counsel to the Arrangers), counsel to the Administrative Agent, and other outside experts retained reasonable local and special counsel to the Administrative Agent, the Collateral Agent, the Arrangers, the Syndication Agent, the Issuers and the Lenders and charges of Intralinks) in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof and any transactions hereby or thereby contemplated (whether or not such transactions are consummated) including, without limitation, the Transactions. The Borrower also agrees to pay all documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Arrangers, any Issuer or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder (including in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any bankruptcy or insolvency proceeding), including the fees, charges and disbursements of Weil, Gotshal & Xxxxxx LLP and other reasonable local and special counsel (including special workout counsel) to the Administrative Agent, the Collateral Agent, the Syndication Agent, the Arrangers, any Issuer or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligations.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, SSBI and its Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx, 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 cost other Loan Documents or in connection with any amendments, modifications or waivers of independent public accountants and other outside experts retained the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Joint Lead Arrangers, Administrative Agent Agent, the Collateral Agent, the Issuing Bank, or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, the Issuing Bank or any Lender. The agreements , provided, however, that the Borrower shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a participant pursuant to Section 9.04.

Expenses; Indemnity. (a) The Borrower agrees (i) Obligors hereby agree, on a joint and several basis, to pay or reimburse from time to time upon request: (i) the Administrative Agent reasonable and documented fees, charges and disbursements of the Syndication Agent for all costs and expenses incurred Advisors in connection with the developmentpreparation of the Loan Documents including, without limitation, all collateral review, search, filing, recording fees, printing, reproduction, document production and delivery, communication, travel and due diligence costs incurred in connection with: (A) the negotiation, preparation, negotiation review, translation, execution and execution delivery of this Agreement and the other Loan Documents and the documents and instruments prepared in connection herewith or in anticipation hereof and (B) the negotiation or preparation of any modification, amendment, waiver, consent supplement or other modification waiver of any of the provisions hereof terms of this Agreement and thereof the other Loan Documents (whether or not the transactions contemplated hereby or thereby are consummated), (ii) all reasonable and documented fees and out of pocket expenses incurred by any Advisor in connection with the consummation and administration preparation or implementation of the transactions contemplated hereby and thereby, Closing (including, without limitation, the perfection of the Collateral), (iii) the Agents for all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the of their fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred as provided in the Fee Letters, and (iv) the Agents and each of the Lenders for all of their reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and expenses of legal counsel) in connection with (A) the administration of this Agreement and the Loan Documents, the enforcement of the Collateral, any enforcement or collection proceedings resulting from the occurrence of an Event of Default, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceedings affecting creditors’ rights generally, and (B) the negotiation or preparation of any modification, amendment, supplement or waiver of any of the terms of this Agreement and the other Loan Documents (whether or not consummated); provided that the payment of any fees or expenses of any Advisor by the Administrative Agent Obligors pursuant to clauses (a)(i) and the cost (a)(ii) of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) 12.4 shall survive be made in accordance with the termination of the Commitments and repayment of all the other ObligationsAdvisor Fee Letters.

Expenses; Indemnity. The Borrower will (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication expenses of the Bank in connection with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all out-of-pocket administrative and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the reasonable fees and expenses disbursements of a single law firm representing counsel for the Administrative Agent and the Syndication Agent) Bank and (ii) to pay or reimburse the Administrative Agent preparation, execution and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation delivery of any rights waiver, amendment or remedies under consent by the Bank relating to this Agreement or the any other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceedingDocument, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and limitation reasonable fees and taxes related theretodisbursements of counsel for the Bank, and other (b) pay all reasonable out-of-pocket expenses of the Bank incurred by in connection with the Administrative Agent administration and enforcement of any rights and remedies of the Bank under this Agreement or any of the other Loan Documents and the cost of independent public accountants collection, bankruptcy, insolvency and other outside experts retained by enforcement proceedings resulting therefrom, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the Administrative Agent nature, scope or value of any right or remedy of the Bank hereunder or under any other Loan Document or any Lender. The agreements factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (c) defend, indemnify and hold harmless the Bank, and its parent, subsidiaries, affiliates, employees, agents, officers, directors, agents and attorneys from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding (whether or not the Bank is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with this Section 12.2(a) shall survive Agreement, any other Loan Document or the termination Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the Commitments and repayment foregoing directly result solely from the gross negligence or willful misconduct of all the other Obligationsparty seeking indemnification therefor.

Expenses; Indemnity. (a) The Borrower agrees Holdco and Borrowers, jointly and severally, agree to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and the cost Lead Arrangers, including the reasonable fees, charges and disbursements of independent public accountants and other outside experts retained by Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Lead Arrangers, and local counsel, 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 in connection with any amendments, modifications or waivers of the provisions hereof or thereof, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any Lender. The agreements demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Section 12.2(a) shall survive Agreement (including its rights under this Section), the termination other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of one counsel for all of the Commitments Administrative Agent, the Collateral Agent, the Lead Arrangers, the Issuing Bank and repayment the Lenders; provided, however, that Holdco and Borrowers shall not be obligated to pay for expenses incurred by a Lender in connection with the assignment of all Loans to an assignee Lender (except pursuant to Section 2.20) or the other Obligationssale of Loans to a Participant pursuant to Section 9.04.

Expenses; Indemnity. (a) The Borrower agrees Loan Parties agree, jointly and severally, to pay, upon demand, (i) to pay or reimburse all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent, the Lead Arranger, the Syndication Agent Agent, Royal Bank of Canada and its Affiliates, including the reasonable fees, charges and disbursements of Shearman & Sterling LLP, counsel for all costs and expenses incurred the Administrative Agent, in connection with the developmentsyndication of the credit facilities provided for herein, preparation, negotiation the preparation and execution administration of this Agreement and the other Loan Documents and or in connection with any amendmentamendments, waivermodifications or waivers, consent or other modification proposed amendments, modifications or waivers, of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated), ) and the consummation creation and administration perfection of the transactions contemplated hereby and therebyLiens on the Collateral, including, without limitation, (ii) all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred by any Issuing Bank in connection with the enforcementissuance, attempted enforcementamendment, renewal or preservation extension of any rights Letter of Credit or remedies under this Agreement or the other Loan Documents any demand for payment thereunder and (including iii) all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and Lead Arranger, the cost of independent public accountants and other outside experts retained by Syndication Agent, the Administrative Agent Agent, the Collateral Agent, the Issuing Banks or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section 9.05), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Lead Arranger, the Syndication Agent, the Issuing Banks or any Lender. The agreements ; provided, however, that the Loan Parties shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a participant pursuant to Section 9.04.

Expenses; Indemnity. The Borrower will (a) The Borrower agrees pay all out-of-pocket expenses (including all costs of electronic or internet distribution of any information hereunder) of the Administrative Agent in connection with (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation execution and execution delivery of this Agreement and the each other Loan Documents Document, whenever the same shall be executed and any amendmentdelivered, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the reasonable fees and expenses disbursements of a single law firm representing counsel for the Administrative Agent and the Syndication Agent) and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including reasonable fees, disbursements and other charges of counsel for the Administrative Agent, (b) pay or reimburse all reasonable out-of-pocket expenses of the Administrative Agent and each Lender for all costs and expenses actually incurred in connection with the enforcement, attempted enforcement, or preservation administration and enforcement of any rights and remedies of the Administrative Agent and Lenders under the Credit Facility, including in connection with any workout, restructuring, bankruptcy or remedies other similar proceeding, creating and perfecting Liens in favor of the Administrative Agent on behalf of the Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, the Borrower or any Guarantor by reason of an Event of Default (including by reason of an Event of Default, in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Subsidiary Guaranty Agreement; consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include the reasonable fees and disbursements of such Persons, (c) any civil penalty or fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Administrative Agent or any Lender as a result of the funding of Loans, the issuance of Letters of Credit, the acceptance of payment or of collateral due under the Loan Documents and (d) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, partners, employees, agents, officers, advisors and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim (including any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Extensions of Credit, this Agreement, any other Loan Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable attorney’s and consultant’s fees, except to the extent that any of the foregoing (a) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of the party seeking indemnification therefor or (b) result from a claim brought by any Credit Party against an indemnitee for breach in bad faith of the obligations under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations party seeking indemnification if such Credit Party has obtained a final and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred nonappealable judgment in its favor on such claim as determined by the Administrative Agent and the cost a court of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationscompetent jurisdiction.

Expenses; Indemnity. (a) The Borrower agrees shall pay (i) to pay or reimburse all reasonable and documented out-of-pocket expenses incurred by the Arrangers, the Administrative Agent and their respective Affiliates (including applicable syndication expenses and travel expenses but limited, in the Syndication Agent for case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all costs and expenses incurred such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the developmentsyndication and distribution (including via the Internet or through a service such as SyndTrak) of the Credit Facilities, the preparation, negotiation execution, delivery and execution administration of this Agreement and the other Loan Documents and any related documentation, including in connection with any amendment, waiver, consent modification or other modification waiver of the provisions hereof and thereof any provision of any Loan Document (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited but only to the fees extent the preparation of any such amendment, modification or waiver was requested by the Borrower and expenses of a single law firm representing except as otherwise provided separately in writing between the Borrower, the relevant Arranger and/or the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers or the Lenders or any of their respective Affiliates (but limited, in the case of legal fees and expenses, to the cost of independent public accountants actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside experts retained counsel to all such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section 9.03, or in connection with the Loans made hereunder. Except to the extent required to be paid on the Closing Date (and invoiced three (3) Business Days prior thereto), all amounts due under this paragraph (a) shall be payable by the Administrative Agent or any Lender. The agreements Borrower within 30 days of receipt by the Borrower of an invoice setting forth such expenses in this Section 12.2(a) shall survive reasonable detail, together with backup documentation supporting the termination of the Commitments and repayment of all the other Obligationsrelevant reimbursement request.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) to pay or reimburse all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the developmentpreparation of this Agreement and the other Loan Documents, preparationor by the Administrative Agent, negotiation and execution any Syndication Agent or any Documentation Agent in connection with the syndication of the Commitments, or by the Administrative Agent in connection with the administration of this Agreement and the other Loan Documents (including expenses incurred in connection with due diligence, initial and ongoing appraisals and Collateral examinations to the extent incurred in accordance with the terms of this Agreement, mortgage recordings, title registrations, Uniform Commercial Code filings and other filings in connection with the creation and perfection of the Liens of the Collateral Agent (the priority thereof) as contemplated hereby or in other Loan Documents and the reasonable fees, disbursements and the charges of no more than one counsel in each jurisdiction where Collateral is located) or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not such amendment, waiver or modification is approved by the transactions contemplated hereby or thereby are consummatedapplicable Lenders), including the reasonable and documented fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Agents and the consummation reasonable fees, charges and administration disbursements of the transactions contemplated hereby one local counsel per applicable jurisdiction, and thereby, including, without limitation, (ii) all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to including Other Taxes) incurred by the fees and expenses of a single law firm representing Agents, the Administrative Agent and Issuing Banks, the Syndication Agent) and (ii) to pay Swingline Lender or reimburse the Administrative Agent and each any other Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, enforcement or preservation protection of any their rights or remedies under in connection with this Agreement or and the other Loan Documents (Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of a single counsel for all such costs persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict informs the U.S. Borrower of such conflict and expenses incurred during any "workout" or restructuring in respect of thereafter retains its own counsel with the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief LawU.S. Borrower’s prior written consent (not to be unreasonably withheld), includingthe reasonable and documented fees, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost disbursements of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationsanother firm for such affected person).

Expenses; Indemnity. (a) The Borrower agrees Obligors jointly and severally agree to pay, promptly upon demand of any Agent or any Lender or LC Issuer, as applicable, whether or not the transactions contemplated hereby are consummated, the following fees, out-of-pocket disbursements, costs and other expenses, Taxes and charges: (i) to pay or reimburse the Administrative Agent reasonable and the Syndication Agent documented fees and disbursements of counsel for all costs and expenses incurred such Person in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including(ii) the reasonable fees and disbursements of counsel for such Person in connection with any amendment, without limitationsupplement or modification of this Agreement or any other Loan Document, and any consent or waiver hereunder or thereunder (or any such instrument which is proposed but not executed and delivered); (iii) all reasonable costs and expenses incurred by such Person in connection with due diligence, (iv) all inspection, appraisal, environmental and technical fees, survey charges, title premiums and any other charges and fees incurred in connection with perfecting the Collateral Agent’s security interests in the Collateral; and other reasonable expenses incurred by any Agent or any Lender or LC Issuer in connection with the Loan, (v) all expenses and administrative fees incurred by such Person in connection with the performance of any inspections, field examinations or audits performed by such Person or any of its agents or representatives with respect to any Pledgor, any Obligor, its books and records, or any of its assets (including the inspections, examinations and audits referred to in Article 5 and the preparation of reports with respect thereto as set forth herein, provided that prior to the occurrence of an Event of Default, the Obligors shall only pay such fees and expenses for one such inspection, examination or audit in any calendar year), and (vi) all Other Taxes. The Obligors further jointly and severally agree to pay, promptly upon demand by any Agent, all expenses incurred by any Agent or any Lender or LC Issuer, as applicable, in connection with the enforcement or preservation of any rights and remedies with respect to the Obligor or any of its assets hereunder or under any other Loan Document, including all costs of collection, all reasonable fees and disbursements of counsel, and all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other ObligationsPerson.

Expenses; Indemnity. (a) The Borrower agrees (i) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Syndication Agent Joint Lead Arrangers for all reasonable invoiced out-of-pocket costs and expenses and any taxes (other than Taxes indemnification for which is governed by Section 2.13 hereof) incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and including all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) Costs, and (ii) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Joint Lead Arrangers and each Lender for all invoiced out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs of counsel to the Administrative Agent and the Collateral Agent), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 11.05(a)(i)) out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. The agreements in this Section 12.2(a11.05(a) shall survive the termination of the Commitments this Agreement and repayment of all the other Obligations. All amounts due under this Section 11.05(a) shall be paid promptly after receipt by Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses, taxes or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, the Swing Line Lender and each Issuing Bank in connection with the syndication of the Credit Facilities and the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank, the Swing Line Lender or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the cost Collateral Agent, an additional local counsel in each applicable jurisdiction, one specialist counsel for each applicable specialty and additional conflict counsel for each such affected Lenders or Agents or groups of independent public accountants and other outside experts retained by affected Lenders or Agents, as applicable, in the Administrative Agent event of any actual or any Lender. The agreements in this Section 12.2(a) shall survive the termination perceived conflict of the Commitments and repayment of all the other Obligationsinterest.

Expenses; Indemnity. (a) The Borrower Each Loan Party agrees to pay (i) to pay or reimburse all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence), and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the opening and maintaining of a Dominion Account or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are shall be consummated), including the reasonable and the consummation and administration of the transactions contemplated hereby and therebydocumented fees, including, without limitation, all out-of-pocket syndication charges and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses disbursements of a single law firm representing Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Administrative Agent Agent, and Otterbourg P.C., solely in its capacity as special intercreditor counsel for the Syndication Administrative Agent) , and, if necessary, the reasonable and documented fees, out-of-pocket charges and disbursements of one local counsel per jurisdiction, and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements Lender in connection with the enforcement or protection of their rights in connection with this Section 12.2(a) shall survive the termination of the Commitments Agreement and repayment of all the other ObligationsLoan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of counsel for the Administrative Agent (including any special and local counsel).

Expenses; Indemnity. (a) The Borrower agrees (i) promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent, the Collateral Agent and the Syndication Agent Apollo for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all thereby (including Attorney Costs (provided that such Attorney Costs which shall be limited to Attorney Costs of one counsel to the fees Agents, and expenses one counsel to the Lenders (and one local counsel in each applicable jurisdiction for each group and, in the event of a single law firm representing the Administrative Agent and the Syndication Agentany actual or reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)) and (ii) from and after the Restatement Effective Date, promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, Apollo and each Lender promptly following written demand for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such out-of-pocket costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Agents and one counsel to the Lenders (and one local counsel in each applicable jurisdiction for each group and, in the event of any actual or reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)). To the extent otherwise reimbursable by the foregoing sentence of this section, includingthe foregoing costs and expenses shall include all reasonable search, without limitationfiling, all Attorney Costsrecording, title insurance, survey, environmental, property condition report and zoning report charges and fees related thereto, and other reasonable and documented out of pocket expenses incurred by any Agent. The foregoing costs and expenses shall also include all search, filing, mortgage recording, title insurance recording and appraisal charges and filing fees and taxes related thereto, and other out-of-pocket expenses incurred charged by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationsgovernmental authorities to record and/or file Collateral Documents.

Expenses; Indemnity. The Borrower will (a) The Borrower agrees pay all out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Administrative Agent in connection with (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation execution and execution delivery of this Agreement and the each other Loan Documents Document, whenever the same shall be executed and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and therebydelivered, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the reasonable fees and expenses disbursements of a single law firm representing counsel for the Administrative Agent and the Syndication Agent) and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including, without limitation, reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay or reimburse all reasonable out-of-pocket expenses of the Administrative Agent and each Lender for all costs and expenses actually incurred in connection with the enforcement, attempted enforcement, or preservation administration and enforcement of any rights or and remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations Administrative Agent and during any legal proceeding, including any proceeding Lenders under any Debtor Relief Law)the Credit Facility, including, without limitation, all Attorney Costs. The foregoing costs in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Security Document, enforcing any Obligations of, or collecting any payments due from, the Borrower or any Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty Agreement; consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include all search, filing, recording, title insurance and appraisal charges and without limitation the reasonable fees and taxes related theretodisbursements of such Persons, and other out-of-pocket expenses incurred by (c) defend, indemnify and hold harmless the Administrative Agent and the cost of independent public accountants Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, trustees, advisors, officers and directors, from and against any obligations, losses, penalties, fines, liabilities, settlements, damages, actions, judgments, suits, disbursements, costs and expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other outside experts retained by proceeding (whether or not the Administrative Agent or any Lender. The agreements Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Section 12.2(a) shall survive Agreement, any other Loan Document, or any documents, reports or other information provided to the termination Administrative Agent or any Lender or contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including, without limitation, reasonable attorney's and consultant's fees, except to the extent that any of the Commitments and repayment foregoing directly result from the gross negligence or willful misconduct of all the other Obligationsparty seeking indemnification therefor.

Expenses; Indemnity. (a) The Borrower agrees Subject to Section 9.05(f), the Borrowers shall pay (i) to pay or reimburse if the Closing Date occurs, all reasonable and documented out-of-pocket expenses incurred by each Arranger, the Administrative Agent and their respective Affiliates (but limited, in the Syndication Agent for case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all costs and expenses incurred such Persons taken as a whole, and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the developmentsyndication and distribution (including via the Internet or through a service such as IntraLinks) of the Credit Facilities, in connection with the preparation, negotiation execution, delivery and execution administration of this Agreement and the other Loan Documents and any related documentation, including in connection with any amendment, waiver, consent modification or other modification waiver of the provisions hereof and thereof any provision of any Loan Document (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited but only to the fees and expenses extent the preparation of a single law firm representing any such amendment, modification or waiver was requested by the Administrative Agent Borrower and except as otherwise provided in a separate writing between the Syndication Administrative Borrower, the relevant Arranger and/or the Administrative Agent) and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers, the Issuing Banks or the Lenders or any of their respective Affiliates (but limited, in the case of legal fees and expenses, to the cost of independent public accountants actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside experts retained counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made and/or Letters of Credit issued hereunder. Except to the extent required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Borrowers within 30 days of receipt by the Administrative Agent or any Lender. The agreements Borrower of an invoice setting forth such expenses in this Section 12.2(a) shall survive reasonable detail, together with backup documentation supporting the termination of the Commitments and repayment of all the other Obligationsrelevant reimbursement request.

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) to pay or reimburse all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent Agents and the Syndication Agent for all costs and expenses incurred Joint Lead Arrangers in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Agents and Joint Lead Arrangers in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for such persons, taken as a whole) or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agentconsummated) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agents or Joint Lead Arrangers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the cost other Loan Documents, in connection with the Term Loans made hereunder (including the reasonable out-of-pocket fees, charges and disbursements of independent public accountants Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Agents and other outside experts retained by the Administrative Agent Joint Lead Arrangers, and, if necessary (x) the reasonable out-of-pocket fees, charges and disbursements of one (1) local counsel per relevant material jurisdiction and (y) in the case of an actual or any Lender. The agreements in this Section 12.2(apotential conflict of interest, the reasonable out-of-pocket fees, charges and disbursements of one (1) shall survive the termination of the Commitments and repayment of additional counsel to all the other Obligationsaffected persons, taken as a whole).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse all reasonable documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent Agent, the Collateral Agent, the Joint Lead Arrangers and the Syndication Agent for all costs and expenses incurred Joint Bookrunners in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents and any amendmentDocuments, waiveror, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited with respect to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Collateral Agent, in connection with the syndication of commitments or administration of this Agreement and any amendments, modifications, supplements or waivers (or proposed amendments, modifications, supplements or waivers) and (ii) to pay of the provisions hereof or reimburse the Administrative Agent and each Lender for all costs and thereof, including expenses incurred in connection with due diligence, the enforcementreasonable fees, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees disbursements of counsel for the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers and taxes related theretothe Joint Bookrunners, and other the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent L/C Issuer 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 (including Other Taxes) incurred by the Agents or any Lender in connection with the enforcement of this Agreement and the cost other Loan Documents in connection with the Loans made or Letters of independent public accountants Credit issued hereunder, including the reasonable fees, charges and other outside experts retained by disbursements of counsel for the Administrative Agent Agents and the Lenders (including the reasonable fees, charges and disbursements of counsel for the Agents, the Joint Lead Arrangers and the Joint Bookrunners, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and one additional counsel for the affected persons, taken as a whole, to the extent of any actual or any Lender. The agreements in this Section 12.2(a) shall survive the termination perceived conflict of the Commitments and repayment of all the other Obligationsinterest).

Expenses; Indemnity. (a) The Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such request), (i) to pay or reimburse all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Syndication Agent for all costs and expenses incurred Arrangers in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not limited, in the transactions contemplated hereby or thereby are consummated)case of legal fees and expenses, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees reasonable fees, charges and expenses disbursements of a single law firm representing primary counsel for the Administrative Agent, the Collateral Agent and the Syndication Agent) Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and/or a single firm of regulatory counsel, in each case, for all such persons, taken as a whole), and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the cost other Loan Documents, in connection with the Loans made or the Letters of independent public accountants Credit issued hereunder (limited, (i) in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel in each appropriate jurisdiction and/or regulatory counsel for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel with the Borrower’s prior written consent (not to be unreasonably withheld), of another single firm of counsel for each group of similarly situated persons) and (ii) in the case of fees or expenses of any other outside experts retained by advisor or consultant, solely to the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive extent the termination Borrower has consented to the retention of the Commitments and repayment of all the other Obligationssuch person).

Expenses; Indemnity. (a) The Borrower agrees Loan Parties agree, jointly and severally, to pay, upon demand, (i) to pay or reimburse all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent, the Joint Lead Arrangers, the Syndication Agent Agent, CGMI and its Affiliates, including the reasonable fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx LLP, counsel for all costs and expenses incurred the Administrative Agent, in connection with the developmentsyndication of the credit facilities provided for herein, preparation, negotiation the preparation and execution administration of this Agreement and the other Loan Documents and (including, for the avoidance of doubt, compliance with any amendmentlocal requirements as to creation, waiverperfection or maintenance of security interests, consent including the Arizona Blind Trust Act) or other modification in connection with any amendments, modifications or waivers, or proposed amendments, modifications or waivers, of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated), ) and the consummation creation and administration perfection of the transactions contemplated hereby and therebyLiens on the Collateral, including, without limitation, (ii) all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred by any Issuing Bank or the LC Facility Issuing Bank in connection with the enforcementissuance, attempted enforcementamendment, renewal or preservation extension of any rights Letter of Credit or remedies under this Agreement or the other Loan Documents any demand for payment thereunder and (including iii) all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and Joint Lead Arrangers, the cost of independent public accountants and other outside experts retained by Syndication Agent, the Administrative Agent Agent, the Collateral Agent, the Issuing Banks, the LC Facility Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section 9.05), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, the Syndication Agent, the Issuing Banks, the LC Facility Issuing Bank or any Lender. The agreements ; provided, however, that the Loan Parties shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a participant pursuant to Section 9.04.

Expenses; Indemnity. (a) The Borrower BGI hereby agrees to pay (i) to pay or reimburse all reasonable and documented out‑of‑pocket expenses incurred by the Administrative Agent or the Collateral Agent, the Arrangers and the Syndication Agent for all costs and expenses incurred their respective Affiliates in connection with the developmentsyndication and distribution (including via the internet or through a service such as Intralinks) of the credit facilities provided for herein, preparation, negotiation the preparation and execution administration (other than routine administrative procedures and excluding costs and expenses relating to assignments and participations of lenders) of this Agreement and the other Loan Documents and Documents, or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated), including the reasonable fees, charges and the consummation and administration disbursements of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing one primary counsel for the Administrative Agent, the Collateral Agent and the Syndication Agent) Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and documented out‑of‑pocket expenses incurred by any Issuing Bank in connection with the enforcementissuance, attempted enforcementamendment, renewal or preservation extension of any rights Letter of Credit or remedies under this Agreement or the other Loan Documents any demand for payment thereunder and (including iii) all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent Agents, any Issuing Bank or any Lender in connection with the enforcement of their rights in connection with this Agreement and any other Loan Document, in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and including (but limited in the case of fees, charges and disbursements of counsel to) the fees, charges and disbursements of a single counsel for the Agents, Lenders and the cost Issuing Banks, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such persons, taken as a whole (and, in the case of independent public accountants an actual or perceived conflict of interest where such person affected by such conflict informs BGI of such conflict and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination thereafter retains its own counsel, of the Commitments and repayment of all the other Obligationsanother firm for such affected person).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse all reasonable documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent Agent, the Collateral Agent, the Joint Lead Arrangers and the Syndication Agent for all costs and expenses incurred Joint Bookrunners in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents and any amendmentDocuments, waiveror, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited with respect to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Collateral Agent, in connection with the syndication of commitments or administration of this Agreement and any amendments, modifications, supplements or waivers (or proposed amendments, modifications, supplements or waivers) and (ii) to pay of the provisions hereof or reimburse the Administrative Agent and each Lender for all costs and thereof, including expenses incurred in connection with due diligence, the enforcementreasonable fees, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees disbursements of counsel for the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers and taxes related theretothe Joint Bookrunners, and other the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent L/C Issuer 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 Agents or any Lender in connection with the enforcement of this Agreement and the cost other Loan Documents in connection with the Loans made or Letters of independent public accountants Credit issued hereunder, including the reasonable fees, charges and other outside experts retained by disbursements of counsel for the Administrative Agent Agents and the Lenders (including the reasonable fees, charges and disbursements of counsel for the Agents, the Joint Lead Arrangers and the Joint Bookrunners, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and one additional counsel for the affected persons, taken as a whole, to the extent of any actual or any Lender. The agreements in this Section 12.2(a) shall survive the termination perceived conflict of the Commitments and repayment of all the other Obligationsinterest).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Documentation Agent, the Collateral Agent and the Syndication Agent for all costs and expenses incurred their respective Affiliates in connection with the developmentsyndication of the credit facilities provided for herein, the preparation, negotiation negotiation, execution and execution delivery and administration of this Agreement and the other Loan Documents and or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated) (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, Documentation Agent and Collateral Agent), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and documented out-of- pocket expenses incurred by each Issuing Bank in connection with the enforcementissuance, attempted enforcementamendment, renewal or preservation extension of any rights Letter of Credit or remedies under this Agreement or the other Loan Documents any demand for payment thereunder and (including iii) all such costs reasonable and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Documentation Agent, the Collateral Agent, any Lender and each Issuing Bank (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Documentation Agent, the Collateral Agent, any Lender or any Issuing Bank), in connection with the enforcement or protection of their rights (A) in connection with this Agreement and the cost other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or the Letters of independent public accountants Credit issued hereunder, including all such out-of-pocket costs incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that, the Borrower’s obligations under this Section 9.05(a) for fees and other expenses of legal counsel shall be limited to reasonable and documented fees and expenses of (x) one primary outside experts retained by legal counsel for the Administrative Agent and Documentation Agent and one primary outside legal counsel for the Revolving Agent and Collateral Agent for all persons described in clauses (i) through (iii) above, taken as a whole, (y) in the case of any actual or any Lenderperceived conflict of interest, one outside legal counsel for each group of affected persons similarly situated, taken as a whole, in each appropriate jurisdiction and (z) if necessary, one local or foreign legal counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all persons described in clauses (i) through (iii) above, taken as a whole. The agreements in For the avoidance of doubt, the Borrower’s obligations under this Section 12.2(a9.05(a) for fees and expenses of legal counsel shall survive the termination exclude allocated costs of the Commitments and repayment of internal counsel to all the other Obligationspersons described in clauses (i) through (iii) above.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, the Swing Line Lender and each Issuing Bank in connection with the syndication of the Credit Facilities and the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank, the Swing Line Lender or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the cost Collateral Agent, an additional local counsel in each applicable jurisdiction, one specialist counsel for each applicable specialty and additional conflict counsel for each such affected Lenders or Agents or groups of independent public accountants and other outside experts retained by affected Lenders or Agents, as applicable, in the Administrative Agent event of any actual or any Lender. The agreements in this Section 12.2(a) shall survive the termination perceived conflict of the Commitments and repayment of all the other Obligationsinterest.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse the Administrative Agent all reasonable and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Agents and the cost Arrangers in connection with the preparation, negotiation, execution, and closing of independent public accountants this Agreement and the other outside experts retained Loan Documents, or by the Administrative Agent Agents and the Arrangers in connection with the initial syndication of the Facilities (the payment of such expenses being subject to the occurrence of the Closing Date) or the administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications, supplements or waivers of the provisions hereof or thereof and any other documents or matters requested by the Borrower (or on behalf of any other Loan Party) in connection with this Agreement or any Lender. The agreements other Loan Documents (whether or not the transactions contemplated by the Loan Documents shall be consummated) (including the reasonable fees, charges and disbursements of counsel, which shall be limited to the reasonable and documented fees, charges and disbursements of Milbank LLP, counsel for the Agents and the Arrangers, or counsel replacing such counsel, and not more than one counsel in this Section 12.2(aeach jurisdiction in which Collateral is located and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected similarly situated Indemnitees, taken as a whole), (ii) shall survive the termination all actual costs and reasonable and documented out-of-pocket expenses of creating, perfecting, recording, maintaining and preserving Liens in favor of the Commitments Collateral Agent, for the benefit of the Secured Parties, and repayment in connection with the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees and reasonable and documented fees, expenses and disbursements of Milbank LLP, counsel for the Collateral Agent, or counsel replacing such counsel, and not more than one counsel in each jurisdiction in which Collateral is located and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected similarly situated Indemnitees, taken as a whole, (iii) all documented out-of-pocket expenses incurred by the Agents or any Lender Party in connection with the enforcement or protection of their rights (including any costs of settlement) in connection with this Agreement and the other ObligationsLoan Documents, in connection with the Loans made hereunder including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans (including the reasonable fees, charges and disbursements of one financial advisor for the Lender Parties (taken as a whole) and of counsel, which shall be limited to, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of Milbank LLP, counsel for the Agents and Lenders, or counsel replacing such counsel, and not more than one counsel in each jurisdiction in which Collateral is located and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected similarly situated Indemnitees, taken as a whole).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, CGMI and their Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, 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 cost other Loan Documents or in connection with any amendments, modifications or waivers of independent public accountants and other outside experts retained the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Lead Arranger, the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Lead Arranger, the Issuing Bank or any Lender. The agreements ; provided, however, that the Borrower shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a participant pursuant to Section 9.04.

Expenses; Indemnity. (a) The Borrower agrees (i) Borrowers and Holdings agree, jointly and severally, to pay or reimburse the Administrative Agent all reasonable and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Co-Manager and the Arrangers in connection with the syndication of the Commitments and Loans and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent, the Co-Manager, the Arrangers or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder, including without limitation, the fees, charges and disbursements of Shearman & Sterling LLP, as counsel to the Administrative Agent and the cost of independent public accountants Collateral Agent and any other outside experts retained by local or foreign counsel for the Administrative Agent or the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. The agreements Expenses payable under this clause shall include, without limitation, as expenses incurred in connection with the protection of the rights of the Administrative Agent, the Collateral Agent, the Co-Manager, the Arrangers or any Lender, the fees, charges and disbursements of Shearman & Sterling LLP, as counsel to the Administrative Agent. Notwithstanding the foregoing, the Borrowers’ and Holdings’ obligation to reimburse the fees and expenses of outside counsel under this Section 12.2(a9.05(a) shall survive be limited to one firm of counsel for the termination Co-Manager, the Arrangers, the Administrative Agent and the Lenders, taken as a whole and, if necessary, of a single local counsel in each appropriate jurisdiction and, in the Commitments case of an actual or perceived conflict of interest where the party affected by such conflict informs the Borrowers of such conflict and repayment of all the other Obligationsthereafter retains its own counsel for such affected party, each such additional retained counsel.

Expenses; Indemnity. (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether Whether or not the transactions contemplated hereby shall be consummated, the Company will pay (i) the costs and expenses of preparing the Operative Documents and any other documents and instruments referred to herein or thereby are consummated)amendments hereof or thereof, (ii) the cost of obtaining a private placement number for the Notes from Standard and Poor's Corporation, (iii) the consummation fees, expenses and administration disbursements of you, your special counsel and other counsel retained by you or the Company in connection with the transactions contemplated hereby and therebyhereby, including, without limitation, all out-of-pocket syndication any amendment of or waivers, consents or opinions under or with respect to any of the Operative Documents, (iv) any broker's, finder's or financial advisory fees, (v) the cost of the Company's performance of and due diligence expenses compliance with the terms and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent conditions hereof and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law)instruments mentioned herein, including, without limitation, all Attorney Costs. The foregoing costs insurance premiums, recording fees, filing fees, fees and expenses shall include of engineers and other consultants and other costs related hereto and thereto, (vi) all searchexpenses incurred by you in connection with the transactions contemplated hereby and in connection with the enforcement of any rights hereunder, filingincluding, recordingwithout limitation, title insurance costs of collection and appraisal charges and reasonable attorneys, fees and taxes related thereto, and other out-of-pocket expenses, (vii) the allocated costs and expenses incurred by of your in-house counsel in connection with the Administrative Agent and transactions contemplated hereby in any circumstance in which outside counsel is not engaged, including, without limitation, any amendments of or waivers, consents or opinions under or with respect to any of the Operative Documents, (viii) the cost of independent public accountants and other outside experts retained any appraisal, insurance, survey, site assessment, environmental audit, opinion or certificate required by the Administrative Agent or any Lender. The agreements Operative Documents and (ix) the fees, expenses and disbursements described in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationssection 28 hereof.

Expenses; Indemnity. (a) The Borrower agrees shall pay (i) to pay or reimburse the Administrative Agent all reasonable and the Syndication Agent for all costs documented and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and their respective Affiliates (but limited, in the cost case of independent public accountants legal fees and expenses, to the actual reasonable and documented and invoiced out- of-pocket fees, disbursements and other charges of one firm of outside experts retained counsel to all such Persons, taken as a whole, and, if necessary, of one local counsel in any relevant material jurisdiction to all such Persons, taken as a whole (it being understood and agreed that any jurisdiction of organization of a Loan Party that is organized outside of the United States (which, for the purpose hereof, shall not include any territory or protectorate thereof) or the District of Columbia shall be deemed to be material), which may include a single local counsel acting in multiple jurisdictions) in connection with the syndication of the Credit Facilities and the preparation, execution, delivery and administration of the Loan Documents (including in connection with any visit or inspection permitted by Section 5.06) and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan Document, and (ii) all reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, the Issuing Banks or the Lenders (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out- of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons, taken as a whole, and, if necessary, of one local counsel in any Lender. The agreements in this Section 12.2(a) shall survive the termination relevant material jurisdiction to all such Persons, taken as a whole (it being understood and agreed that any jurisdiction of organization of a Loan Party that is organized outside of the Commitments United States (which, for the purpose hereof, shall not include any territory or protectorate thereof) or the District of Columbia shall be deemed to be material), which may include a single local counsel acting in multiple jurisdictions and repayment solely in the case of an actual or perceived conflict of interest where any affected Lender informs the Borrower of such conflict and retains its own counsel, (x) one additional counsel to all affected Lenders, taken as a whole, and (y) one additional local counsel to all affected Lenders, taken as a whole (it being understood and agreed that any jurisdiction of organization of a Loan Party that is organized outside of the other ObligationsUnited States (which, for the purpose hereof, shall not include any territory or protectorate thereof) or the District of Columbia shall be deemed to be material)) in connection with the enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made and/or Letters of Credit issued hereunder (in each case of clauses (i) and (ii) above, excluding allocated costs of in-house counsel and, in the case of any expenses incurred in connection with the matters described in clause (b) of this Section, subject to the limitations set forth in such clause on the Borrower’s obligation to pay such expenses).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse all reasonable documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Syndication Agent for all costs and expenses incurred Joint Lead Arrangers in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents and any amendmentDocuments, waiveror, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited with respect to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Collateral Agent) , in connection with the syndication of commitments or administration of this Agreement and (ii) to pay any amendments, modifications or reimburse waivers of the Administrative Agent and each Lender for all costs and provisions hereof or thereof, including expenses incurred in connection with due diligence, the enforcementreasonable fees, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Administrative Agent, the Collateral Agent and taxes related theretothe Joint Lead Arrangers, and other the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent L/C Issuer 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 (including Other Taxes) incurred by the Agents or any Lender in connection with the enforcement of this Agreement and the cost other Loan Documents in connection with the Loans made or Letters of independent public accountants Credit issued hereunder, including the reasonable fees, charges and disbursements of counsel for the Agents and the Lenders (including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Agents and the Joint Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and one additional counsel of each type for the affected persons, taken as a whole, to the extent of any actual or perceived conflict of interest). The Borrower agrees to indemnify the Agents, the Additional Agents, each L/C Issuer, each Lender, each of their respective Affiliates and each of their respective directors, partners, officers, employees, agents, trustees, controlling persons, member and advisors (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (limited to one counsel to the Agents and their Related Parties and one local counsel to the Agents and their Related Parties in each applicable jurisdiction and, solely in the event of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction to the other outside experts retained Indemnitees) (except the allocated costs of in-house counsel), incurred 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 this Agreement or any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the Administrative Agent parties hereto and thereto of their respective obligations thereunder or the consummation of or otherwise relating to the Transactions and the other transactions contemplated hereby and the administration of the Loan Documents, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower or any of their subsidiaries or Affiliates; 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 final, non-appealable judgment of a court of competent jurisdiction to have resulted from (1) the gross negligence or willful misconduct of such Indemnitee (for purposes this proviso only, each Agent, each Additional Agent, any L/C Issuer or any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties (other than advisors), shall be treated as a single Indemnitee) or (2) any material breach of any Loan Document by such Indemnitee. Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to one counsel to the Agents and their Related Parties and one local counsel to the Agents and their Related Parties in each applicable jurisdiction and, solely in the event of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction to the other Indemnitees) (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim, cost or liability related in any way to Environmental Laws and Holdings or any of its subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on, from or to any property currently or formerly owned, operated or leased by any of them; 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 (1) the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties (for purposes this proviso only, each Agent, each Additional Agent, any L/C Issuer or any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties (other than advisors), shall be treated as a single Indemnitee) or (2) any material breach of any Loan Document by such Indemnitee. None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Sponsor, Holdings, the Borrower or any of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of the Facilities or the Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Additional Agent, any L/C Issuer or any Lender. The agreements in All amounts due under this Section 12.2(a) 9.05 shall survive the termination be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. Indemnitees are express third party beneficiaries of the Commitments and repayment of all the other Obligationsthis Section 9.05.

Expenses; Indemnity. (a) The Borrower agrees Subject to Section 9.05(f), if the Closing Date occurs, the Issuer shall pay (i) to pay or reimburse the Administrative Agent all reasonable and the Syndication Agent for all costs and documented out-of-pocket expenses incurred by each Purchaser, the Purchaser Representative and their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of (x) one firm of outside counsel for the Purchaser Representative and (y) one firm of outside counsel for the Purchasers and their respective Affiliates (taken as a whole) and (z) if necessary, one local counsel in any relevant material jurisdiction to all such Persons, taken as a whole) in connection with the development, preparation, negotiation execution, delivery and execution administration of this Agreement and the other Loan Note Documents and any related documentation, including in connection with any amendment, waiver, consent modification or other modification waiver of the provisions hereof and thereof any provision of any Note Document (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited but only to the fees extent the preparation of any such amendment, modification or waiver was requested by the Issuer and expenses of except as otherwise provided in a single law firm representing separate writing between the Administrative Agent and Issuer and/or the Syndication AgentPurchaser Representative) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect without duplication of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Lawobligation set forth in Section 9.03(b), including, without limitation, all Attorney Costs. The foregoing costs reasonable and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Purchaser Representative or the Purchasers or any of their respective Affiliates (but limited (x) in the case of legal fees and expenses, to the cost of independent public accountants actual reasonable and documented out-of-pocket fees, disbursements and other charges of (A) one firm of outside experts retained counsel for the Purchaser Representative and (B) one firm of outside counsel for all the Purchasers and their respective Affiliates (taken as a whole) and (C) if necessary, one local counsel in any relevant material jurisdiction to the Purchaser Representative and one local counsel for all such other Persons, taken as a whole, and (y) in the case of other third party advisors, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of only third party advisors the engagement of whom has been approved by the Administrative Agent Issuer (such approval not to be unreasonably withheld, delayed or any Lenderconditioned) in writing) in connection with the enforcement, collection or protection of their respective rights in connection with the Note Documents, including their respective rights under this Section, or in connection with the Notes purchased hereunder. The agreements in Except to the extent required to be paid on the Closing Date, all amounts due under this Section 12.2(aparagraph (a) shall survive be payable by the termination Issuer within 30 days of receipt by the Commitments and repayment Issuer of all an invoice setting forth such expenses in reasonable detail, together with backup documentation supporting the other Obligations.relevant reimbursement request. 134

Expenses; Indemnity. (a) The Borrower agrees (i) The Parent and the Borrowers hereby jointly and severally agree to pay or reimburse (i) all reasonable and documented out-of-pocket expenses (including, subject to Section 9.05(c), Other Taxes) incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates and the Syndication Agent for all costs and expenses incurred Lenders (in each case, subject to any applicable limitations set forth in the DIP Order) in connection with the developmentsyndication and distribution (including, preparationwithout limitation, negotiation via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and execution administration of this Agreement and the other Loan Documents and Documents, or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated), the Chapter 11 Cases, including the reasonable fees, charges and disbursements of counsel for each of the Administrative Agent, the Collateral Agent, the Ad Hoc First Lien Term Loan Group, the Ad Hoc Crossover Group and the consummation Ad Hoc 2025 Noteholder Group, subject to the limitations set forth in the DIP Order and administration of the transactions contemplated hereby and thereby, including, without limitation, (ii) all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to including Other Taxes) incurred by the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay Agents or reimburse the Administrative Agent and each any Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any their rights or remedies under in connection with this Agreement or the and any other Loan Documents (Document, in connection with the Loans made hereunder, including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and including the fees, charges and disbursements of (A) Gxxxxx, Dxxx & Cxxxxxxx LLP (or other primary counsel selected by the Required Lenders) for the Administrative Agent, the Collateral Agent and the cost of independent public accountants Lenders, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and other outside experts retained by (if appropriate) a single regulatory counsel for the Administrative Agent, the Collateral Agent and the Lenders, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Administrative Agent, the Collateral Agent or any a Lender affected by such conflict informs the Lux Borrower of such conflict and thereafter retains its own counsel, of another firm of such for the Administrative Agent, the Collateral Agent or such Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligations).

Expenses; Indemnity. (a) The Borrower agrees (i) Borrowers and Holdings agree, jointly and severally, to pay or reimburse all reasonable out of pocket expenses incurred by the Administrative Agent, the Collateral Agent and the Syndication Agent for all costs and expenses incurred Arranger in connection with the development, preparation, negotiation syndication of the Commitments and execution Loans and the preparation and administration of this Agreement and the other Loan Documents and or in connection with any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are contemplated shall be consummated)) or incurred by the Administrative Agent, the Collateral Agent, the Arranger or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the consummation and administration of other Loan Documents or in connection with the transactions contemplated hereby and therebyLoans made hereunder, including, including without limitation, all out-of-pocket syndication the fees, charges and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited disbursements of Shearman & Sterling LLP, as counsel to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) Collateral Agent and (ii) to pay any other local or reimburse foreign counsel for the Administrative Agent or the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and each Lender disbursements of any other counsel for all costs and the Administrative Agent, the Collateral Agent or any Lender. Expenses payable under this clause shall include, without limitation, as expenses incurred in connection with the enforcementprotection of the rights of the Administrative Agent, attempted enforcementthe Collateral Agent, the Arranger or preservation any Lender, the fees, charges and disbursements of any rights or remedies Shearman & Sterling LLP, as counsel to the Administrative Agent. Notwithstanding the foregoing, the Borrowers’ and Holdings’ obligation to reimburse the fees and expenses of outside counsel under this Agreement or Section 9.05(a) shall be limited to one firm of counsel for the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceedingArranger, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost Lenders, taken as a whole and, if necessary, of independent public accountants a single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Borrowers of such conflict and other outside experts thereafter retains its own counsel for such affected party, each such additional retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationscounsel.

Expenses; Indemnity. The Company will (a) The Borrower agrees pay all reasonable and documented out-of-pocket expenses (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Administrative Agent in connection with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the reasonable fees and expenses disbursements of a single law firm representing counsel for the Administrative Agent and the Syndication Agent) and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay or reimburse all reasonable and documented out-of-pocket expenses of the Administrative Agent and each Lender for all costs and expenses actually incurred in connection with the enforcement, attempted enforcement, or preservation administration and enforcement of any rights or and remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations Administrative Agent and during any legal proceeding, including any proceeding Lenders under any Debtor Relief Law)the Credit Facility, including, without limitation, all Attorney Costs. The foregoing costs in connection with any workout, restructuring, bankruptcy or other similar proceeding, enforcing any Obligations of, or collecting any payments due from, the Company or any guarantor by reason of an Event of Default (including in connection the enforcement of any guaranty agreement) and expenses shall include all search(c) defend, filing, recording, title insurance indemnify and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by hold harmless the Administrative Agent and the cost of independent public accountants Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other outside experts retained by proceeding (whether or not the Administrative Agent or any LenderLender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including, without limitation, reasonable attorney’s and consultant’s fees, except to the extent that any of the foregoing directly results from the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements Notwithstanding the foregoing, nothing in this Section 12.2(a) shall survive require the termination Company to reimburse the Administrative Agent or any Lender in duplication of any liability of the Commitments Company under Section 3.8, 3.9, 3.10 and repayment of all the other Obligations3.11.

Expenses; Indemnity. (a) The Borrower agrees Obligors jointly and severally agree to pay, promptly upon demand of any Agent or any Lender or LC Issuer, as applicable, whether or not the transactions contemplated hereby are consummated, the following fees, out-of-pocket disbursements, costs and other expenses, Taxes and charges: (i) to pay or reimburse the Administrative Agent reasonable and the Syndication Agent documented fees and disbursements of counsel for all costs and expenses incurred such Person in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including(ii) the reasonable fees and disbursements of counsel for such Person in connection with any amendment, without limitationsupplement or modification of this Agreement or any other Loan Document, and any consent or waiver hereunder or thereunder (or any such instrument which is proposed but not executed and delivered); (iii) all reasonable costs and expenses incurred by such Person in connection with due diligence, (iv) all inspection, appraisal, environmental and technical fees, survey charges, title premiums and any other charges and fees incurred in connection with perfecting the Collateral Agent’s security interests in the Collateral; and other reasonable expenses incurred by any Agent or any Lender or LC Issuer in connection with the Loan, (v) all expenses and administrative fees incurred by such Person in connection with the performance of any inspections, field examinations or audits performed by such Person or any of its agents or representatives with respect to the Parent, any Obligor, its books and records, or any of its assets (including the inspections, examinations and audits referred to in Article 5 and the preparation of reports with respect thereto as set forth herein, provided that prior to the occurrence of an Event of Default, the Obligors shall only pay such fees and expenses for one such inspection, examination or audit in any calendar year), and (vi) all Other Taxes. The Obligors further jointly and severally agree to pay, promptly upon demand by any Agent, all expenses incurred by any Agent or any Lender or LC Issuer, as applicable, in connection with the enforcement or preservation of any rights and remedies with respect to the Obligor or any of its assets hereunder or under any other Loan Document, including all costs of collection, all reasonable fees and disbursements of counsel, and all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other ObligationsPerson.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, the Swing Line Lender and each Issuing Bank in connection with the syndication of the Credit Facilities and the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank, the Swing Line Lender or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the cost Collateral Agent, an additional local counsel in each applicable jurisdiction, one specialist counsel for each applicable specialty and additional conflict counsel for each such affected Lenders or Agents or groups of independent public accountants and other outside experts retained by affected Lenders or Agents, as applicable, in the Administrative Agent event of any actual or any Lenderperceived conflict of interest. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligations.143

Expenses; Indemnity. The Borrowers will (a) The Borrower agrees pay all reasonable out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of each Agent in connection with (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation execution and execution delivery of this Agreement and the each other Loan Documents Document, whenever the same shall be executed and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and therebydelivered, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the reasonable fees and expenses disbursements of a single law firm representing the Administrative counsel for each Agent and the Syndication Agent) and (ii) to pay the preparation, execution and delivery of any waiver, amendment or reimburse consent by the Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including, without limitation, reasonable fees and disbursements of counsel for each Agent, (b) pay all reasonable out-of-pocket expenses of each Agent and each Lender for all costs and expenses actually incurred in connection with the enforcement, attempted enforcement, or preservation administration and enforcement of any rights or and remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations Administrative Agent and during any legal proceedingLenders under the Credit Facility (including, including any proceeding under any Debtor Relief Lawwithout limitation, reasonable fees and disbursements of counsel for each Agent and each Lender), including, without limitation, all Attorney Costs. The foregoing costs in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to any Loan Document, enforcing any Obligations of, or collecting any payments due from, the Borrowers or any Material Subsidiary by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any collateral or the enforcement of the Domestic Borrower Guaranty Agreement or the Subsidiary Guaranty Agreement), consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of any Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include all searchinclude, filingwithout limitation, recording, title insurance and appraisal charges and the reasonable fees and taxes related theretodisbursements of such Persons, and other out-of-pocket expenses incurred by (c) defend, indemnify and hold harmless the Administrative Agent and the cost of independent public accountants Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other outside experts retained by the Administrative proceeding (whether or not any Agent or any Lender. The agreements Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Section 12.2(a) shall survive Agreement, any other Loan Document, or any documents, reports or other information provided to any Agent or any Lender or contemplated by or referred to herein or therein or the termination transactions contemplated hereby or thereby, including, without limitation, reasonable attorney’s and consultant’s fees, except to the extent that any of the Commitments and repayment foregoing is determined in a final non-appealable judgment by a court of all competent jurisdiction to have directly resulted from the other Obligationsgross negligence or willful misconduct of the party seeking indemnification therefor.

Expenses; Indemnity. (a) The Borrower hereby agrees to pay (i) to pay or reimburse the all reasonable and documented out‑of‑pocket expenses incurred by any Administrative Agent or the Collateral Agent, the Arrangers and the Syndication Agent for all costs and expenses incurred their respective Affiliates in connection with the developmentsyndication and distribution (including via the internet or through a service such as Intralinks) of the credit facilities provided for herein, preparation, negotiation the preparation and execution administration (other than routine administrative procedures and excluding costs and expenses relating to assignments and participations of lenders) of this Agreement and the other Loan Documents and Documents, or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated), including the reasonable fees, charges and disbursements of one primary counsel for each Administrative Agent, the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Collateral Agent and the Syndication Agent) Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and documented out‑of‑pocket expenses incurred by any Issuing Bank in connection with the enforcementissuance, attempted enforcementamendment, renewal or preservation extension of any rights Letter of Credit or remedies under this Agreement or the other Loan Documents any demand for payment thereunder and (including iii) all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent Agents, any Issuing Bank or any Lender in connection with the enforcement of their rights in connection with this Agreement and any other Loan Document, in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and including (but limited in the case of fees, charges and disbursements of counsel to) the fees, charges and disbursements of a single counsel for the Agents, Lenders and the cost Issuing Banks, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such persons, taken as a whole (and, in the case of independent public accountants an actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination thereafter retains its own counsel, of the Commitments and repayment of all the other Obligationsanother firm for such affected person).

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) to pay or reimburse all reasonable and documented (in summary format) out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Syndication Agent for all costs and expenses incurred Lenders in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent or the Lenders in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable and documented (in summary format) out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel to the Administrative Agent (selected by the Administrative Agent) and one (1) outside counsel for the Lenders taken as a whole (selected by the Required Lenders) and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for each of the Administrative Agent (selected by the Administrative Agent) and the Lenders taken as a whole (selected by the Required Lenders)) or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agentconsummated) and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the cost other Loan Documents, in connection with the Loans made hereunder (but limited, in the case of independent public accountants legal fees and other expenses, to the actual reasonable and documented (in summary format) out-of-pocket fees, charges and disbursements of one (1) outside experts retained counsel to the Administrative Agent (selected by the Administrative Agent or any Lender. The agreements Agent) and one (1) outside counsel for the Lenders taken as a whole (selected by the Required Lenders), and, if reasonably necessary (x) the reasonable and documented (in this Section 12.2(asummary format) shall survive the termination out-of-pocket fees, charges and disbursements of one (1) local counsel per relevant local jurisdiction for each of the Commitments Administrative Agent (selected by the Administrative Agent) and repayment the Lenders taken as a whole (selected by the Required Lenders) and (y) in the case of an actual or potential conflict of interest, the reasonable and documented (in summary format) out-of-pocket fees, charges and disbursements of one (1) additional counsel to all the other Obligations.affected Persons, taken as a whole). 115

Expenses; Indemnity. (a) The Borrower agrees Borrowers jointly and severally ------------------- agree to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates, including the cost reasonable fees, charges and disbursements of independent public accountants Cravath, Swaine & Moore, couxxxx 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 outside experts retained Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Issuing Bank, or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender. The agreements , provided, however, that the Borrowers shall not be obligated to pay for expenses ----------------- incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.21) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a participant pursuant to Section 10.04.

Expenses; Indemnity. (a) The Borrower Each party to this Agreement agrees (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs its own fees and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent modification or other modification waiver of the provisions hereof terms thereof; provided, however, that the Parent Borrower agrees to (a) pay all reasonable and thereof (whether or not the transactions contemplated hereby or thereby are consummated), documented out-of-pocket expenses of each Agent and the consummation Arrangers in connection with (i) the preparation, execution and administration delivery of this Agreement and each other Loan Document, whenever the transactions contemplated hereby same shall be executed and therebydelivered, including without limitation the reasonable and documented out-of-pocket syndication (including, without limitation, all out-of-pocket syndication CUSIP fees for registration with the Standard & Poor’s CUSIP Service Bureau) and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the reasonable and documented fees and expenses disbursements of a single law firm one counsel representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse where applicable, the Administrative Agent preparation, execution and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation delivery of any rights waiver, amendment or remedies under consent by the Agents, the Arrangers, the Issuing Lenders or the Lenders relating to this Agreement or the any other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceedingDocument, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs limitation reasonable and expenses shall include all search, filing, recording, title insurance and appraisal charges and documented fees and taxes related theretodisbursements of counsel representing the Agents and the Lenders, (b) pay all reasonable and other documented out-of-pocket expenses of the Agents, the Arrangers, each Issuing Lender and each Lender actually incurred by in connection with the Administrative Agent enforcement of any rights and remedies of the Agents, the Arrangers, the Issuing Lenders and the cost of independent public accountants Lenders under the Credit Facilities, including, to the extent reasonable under the circumstances, consulting with accountants, attorneys and other outside experts retained Persons concerning the nature, scope or value of any right or remedy of the Agents, the Arrangers, any Issuing Lender or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons and (c) pay any civil penalty or fine assessed by OFAC against, and all reasonable and documented costs and out-of-pocket expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any LenderLender as a result of conduct of any Credit Party that violates a sanction enforced by OFAC. The agreements Parent Borrower hereby indemnifies, exonerates and holds the Agents, the Arrangers, the Issuing Lenders and the Lenders, and each of their respective Affiliates, officers, directors, employees and agents (each an “Indemnitee”) free and harmless from and against any and all losses, penalties, fines, liabilities, settlements, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements, reasonable consultants’ fees and settlement costs) (collectively, the “Indemnified Liabilities”) incurred by any Indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not such Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Credit Facilities, the Loans, the Letters of Credit, this Agreement or any other Loan Document or as a result of the breach of any of the Credit Parties’ obligations hereunder or arising from the use by others of Information or other materials obtained through internet, SyndTrak or other similar transmission systems in connection with the Credit Facilities, except for any such Indemnified Liabilities arising for the account of a particular Indemnitee by reason of the relevant Indemnitee’s gross negligence or willful misconduct as determined by a final and nonappealable decision of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Parent Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Applicable Law. The parties hereto acknowledge and agree that, in the case of any claim, litigation, investigation or other proceeding to which the indemnity in this Section 12.2(a) 13.2 applies, such indemnity shall survive be effective whether or not such investigation, litigation or proceeding is brought by a third party, the termination of the Commitments and repayment of all the Parent Borrower or any other ObligationsCredit Party.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay within thirty (30) days of written demand thereof (together with backup documentation supporting such request) (i) to pay or reimburse all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Lead Arranger and their respective Affiliates in connection with the preparation of this Agreement and the Syndication Agent for all costs other Loan Documents, or by the Administrative Agent, the Lead Arranger and their respective Affiliates in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination and the developmentreasonable and documented out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for such persons, taken as a whole and in the case of an actual or perceived conflict of interest, one additional counsel in each material jurisdiction to such persons) or in connection with the preparation, negotiation negotiation, execution, delivery and execution administration of this Agreement and the other Loan Documents and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not as the transactions contemplated hereby or thereby are consummatedforegoing relates to costs and expenses incurred prior to the Closing Date, such costs and expenses shall be payable solely to the extent payable in accordance with the terms of that certain Engagement Letter, dated as of April 15, 2019, between Xxxxx’s and the Administrative Agent), (ii) all reasonable and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all documented out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred by the Issuing Bank in connection with the enforcementissuance, attempted enforcementamendment, renewal or preservation extension of any rights Letter of Credit or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related theretodemand for payment thereunder, and other (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Lead Arranger, the Issuing Bank, any Lender or any of their respective Affiliates in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent and the cost Lead Arranger, and, if necessary the reasonable out-of-pocket fees, charges and disbursements of independent public accountants one (1) counsel to such persons and, if reasonably necessary, one (1) local counsel per material jurisdiction to such persons, taken as a whole and other outside experts retained by in the Administrative Agent case of actual or any Lender. The agreements perceived conflict of interest, one additional counsel in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationseach material jurisdiction to such persons).

Expenses; Indemnity. (a) The Borrower agrees shall pay (i) to pay or reimburse all reasonable and documented out-of-pocket expenses incurred by the Arrangers, the Administrative Agent and their respective Affiliates (including applicable syndication expenses and travel expenses but limited, in the Syndication Agent for case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all costs and expenses incurred such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the developmentsyndication and distribution (including via the Internet or through a service such as SyndTrak) of the Credit Facilities, the preparation, negotiation execution, delivery and execution administration of this Agreement and the other Loan Documents and any related documentation, including in connection with any amendment, waiver, consent modification or other modification waiver of the provisions hereof and thereof any provision of any Loan Document (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited but only to the fees extent the preparation of any such amendment, modification or waiver was requested by the Borrower and expenses of a single law firm representing except as otherwise provided separately in writing between the Borrower, the relevant Arranger and/or the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers or the Lenders or any of their respective Affiliates (but limited, in the case of legal fees and expenses, to the cost of independent public accountants actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside experts retained counsel to all such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section 9.03, or in connection with the Loans made hereunder. Except to the extent required to be paid on the Third Amendment Effective Date (and invoiced three (3) Business Days prior thereto), all amounts due under this paragraph (a) shall be payable by the Administrative Agent or any Lender. The agreements Borrower within thirty (30) days of receipt by the Borrower of an invoice setting forth such expenses in this Section 12.2(a) shall survive reasonable detail, together with backup documentation supporting the termination of the Commitments and repayment of all the other Obligationsrelevant reimbursement request.

Expenses; Indemnity. (a) The Borrower agrees Parent and the Borrowers hereby jointly and severally agree to pay (i) all reasonable and documented out-of-pocket expenses (including, subject to pay or reimburse Section 9.05(c), Other Taxes) incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates, and the Syndication Agent for all costs and expenses incurred Required Lenders, in connection with the developmentsyndication and distribution (including, preparationwithout limitation, negotiation via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and execution administration of this Agreement and the other Loan Documents and Documents, or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated), the Chapter 11 Cases (including any appeals related thereto and implementation of the Plan of Reorganization), including the reasonable fees, charges and disbursements of (A) ArentFox Schiff LLP (or other primary counsel selected by the Administrative Agent and Collateral Agent), counsel for the Administrative Agent and Collateral Agent, (B) (1) with respect to fees, charges and disbursements accrued on or prior to the Closing Date and any fees, charges and disbursements accrued in connection with the satisfaction of the Parent’s and the consummation Borrowers’ obligations under Section 5.12 and administration the preparation, review and implementation of documentation required thereunder, the transactions contemplated hereby and thereby, Specified Lender Advisors (subject to any limitations on such reimbursement set forth in the Final DIP Order (including, without limitation, the 2025 Fee Cap (as defined in the Final DIP Order)) and (2) with respect to fees, charges and disbursements accrued after the Closing Date (other than as set forth in the foregoing sub-clause (1)), a single primary counsel selected by the Required Lenders (but not other primary counsel to any Lender), and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to including Other Taxes) incurred by the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay Agents or reimburse the Administrative Agent and each any Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any their rights or remedies under in connection with this Agreement or the and any other Loan Documents (Document, in connection with the Loans made hereunder, including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and including the fees, charges and disbursements of (A) a single primary counsel selected by the Required Lenders (but not other primary counsel to any Lender), (B) ArentFox Schiff LLP (or other primary counsel selected by the Administrative Agent and Collateral Agent), counsel for the cost Administrative Agent and Collateral Agent, and (C) if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for the Administrative Agent and the Lenders, taken as a whole (and, in the case of independent public accountants and other outside experts retained by an actual or perceived conflict of interest where the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive Required Lenders affected by such conflict informs the termination Lux Borrower of such conflict and thereafter retains its own counsel, of another firm of such for the Commitments and repayment of all the other ObligationsAdministrative Agent or Required Lenders).

Expenses; Indemnity. (a) The Borrower agrees Subject to Section 9.05(f), the BorrowerBorrowers shall pay, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the BorrowerBorrowers, (i) to pay or reimburse all reasonable and documented out-of-pocket expenses incurred by each Arranger, the Administrative Agent and their respective Affiliates (but limited, in the Syndication Agent for case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all costs and expenses incurred such Persons taken as a whole and, if necessary, of one local counsel in any relevant material jurisdiction to all such Persons, taken as a whole) in connection with the developmentsyndication and distribution (including via the Internet or through a service such as Intralinks) of the Credit Facilities, the preparation, negotiation execution, delivery and execution administration of this Agreement and the other Loan Documents and any related documentation, including in connection with any amendment, waiver, consent modification or other modification waiver of the provisions hereof and thereof any provision of any Loan Document (whether or not the transactions contemplated hereby or thereby are 214 consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited but only to the fees and expenses extent the preparation of a single law firm representing any such amendment, modification or waiver was requested by the Administrative Agent and the Syndication AgentBorrowerBorrowers) and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers, the Issuing Banks or the Lenders or any of their respective Affiliates (but limited, in the case of legal fees and expenses, to the cost of independent public accountants actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside experts retained counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant material jurisdiction to all such Persons, taken as a whole) in connection with the enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made and/or Letters of Credit issued hereunder. Except to the extent required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Administrative Agent or any Lender. The agreements BorrowerBorrowers within 30 days of receipt by the BorrowerBorrowers of an invoice setting forth such expenses in this Section 12.2(a) shall survive reasonable detail, together with backup documentation supporting the termination of the Commitments and repayment of all the other Obligationsrelevant reimbursement request.

Expenses; Indemnity. (a) The Borrower hereby agrees to pay (i) all reasonable and documented out-of-pocket expenses (including, subject to pay or reimburse Section 9.05(c), Other Taxes) incurred by the Administrative Agent or the Collateral Agent, the Arrangers and the Syndication Agent for all costs and expenses incurred their respective Affiliates in connection with the developmentsyndication and distribution (including, preparationwithout limitation, negotiation via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and execution administration of the Original Credit Agreement, this Agreement and the other Loan Documents and Documents, or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated), including the reasonable fees, charges and the consummation and administration disbursements of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing one primary counsel for the Administrative Agent, the Collateral Agent and the Syndication Agent) Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) to pay or reimburse the Administrative Agent all 207 reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and the cost of independent public accountants and other outside experts retained (iii) all out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent Agents, any Issuing Bank or any Lender. The agreements Lender in connection with the enforcement of their rights in connection with the Original Credit Agreement, this Section 12.2(aAgreement and any other Loan Document, in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and including the fees, charges and disbursements of a single counsel for all such persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) shall survive a single regulatory counsel for all such persons, taken as a whole (and, in the termination case of an actual or perceived conflict of interest where such person affected by such conflict informs the Commitments Borrower of such conflict and repayment thereafter retains its own counsel, of all the other Obligationsanother firm of such for such affected person).

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, the Swing Line Lender and each Issuing Bank in connection with the syndication of the Credit Facilities and the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank, the Swing Line Lender or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Lxxxxx & Wxxxxxx LLP, counsel for the Administrative Agent and the cost Collateral Agent, an additional local counsel in each applicable jurisdiction, one specialist counsel for each applicable specialty and additional conflict counsel for each such affected Lenders or Agents or groups of independent public accountants and other outside experts retained by affected Lenders or Agents, as applicable, in the Administrative Agent event of any actual or any Lender. The agreements in this Section 12.2(a) shall survive the termination perceived conflict of the Commitments and repayment of all the other Obligationsinterest.

Expenses; Indemnity. (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent Lender in connection with the preparation of this Agreement and the cost other Loan Documents or in connection with any amendments, modifications or waivers of independent public accountants and other outside experts retained the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by the Administrative Agent Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents to the extent Lender prevails or in connection with the Loan made or the Note issued hereunder, including the fees and disbursements of Xxxxxxxxxx Hyatt & Xxxxxx, P.C., counsel for the Lender, and, in connection with any such amendment, modification or waiver or any such enforcement or protection, the fees and disbursements of any other counsel for the Lender. The agreements Borrower further agrees that it shall indemnify the Lender from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. The Borrower agrees to indemnify the Lender and its directors, officers, employees and agents (each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred 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 this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the transactions contemplated thereby, (ii) the use of the proceeds of the Loan or (iii) any claim, litigation, investigation or proceeding by a third party relating to any of the foregoing, whether or not 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 the gross negligence or willful misconduct of any Indemnitee. The provisions of this Section 12.2(a) 8.5 shall survive the termination remain operative and in full force and effect regardless of the Commitments and expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of all any of the Loan, the invalidity or unenforceability of any term or provision of this Agreement or any other ObligationsLoan Document, or any investigation made by or on behalf of the Lender. All amounts due under this Section 8.5 shall be payable on written demand therefor.

Expenses; Indemnity. (a) 328. The Borrower agrees shall pay (i) to pay or reimburse all reasonable and documented out-of-pocket expenses incurred by the Arrangers, the Administrative Agent and their respective Affiliates (including applicable syndication expenses and travel expenses but limited, in the Syndication Agent for case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all costs and expenses incurred such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the developmentsyndication and distribution (including via the Internet or through a service such as SyndTrak) of the Credit Facilities, the preparation, negotiation execution, delivery and execution administration of this Agreement and the other Loan Documents and any related documentation, including in connection with any amendment, waiver, consent modification or other modification waiver of the provisions hereof and thereof any provision of any Loan Document (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited but only to the fees extent the preparation of any such amendment, modification or waiver was requested by the Borrower and expenses of a single law firm representing except as otherwise provided separately in writing between the Borrower, the relevant Arranger and/or the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers or the Lenders or any of their respective Affiliates (but limited, in the case of legal fees and expenses, to the cost of independent public accountants actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside experts retained counsel to all such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section 9.03, or in connection with the Loans made hereunder. Except to the extent required to be paid on the Third Amendment Effective Date (and invoiced three (3) Business Days prior thereto), all amounts due under this paragraph (a) shall be payable by the Administrative Agent or any Lender. The agreements Borrower within thirty (30) days of receipt by the Borrower of an invoice setting forth such expenses in this Section 12.2(a) shall survive reasonable detail, together with backup documentation supporting the termination of the Commitments and repayment of all the other Obligationsrelevant reimbursement request.

Expenses; Indemnity. (a) The Borrower agrees Loan Parties jointly and severally agree to (promptly after receipt of a reasonably detailed invoice therefor) pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Agents and CGMI and their Affiliates, including the reasonable fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp, counsel for the Administrative Agent Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the cost other Loan Documents or in connection with any amendments, modifications or waivers of independent public accountants and other outside experts retained the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent 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 Lead Arranger, the Agents, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section 9.05), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Lead Arranger, the Agents, the Issuing Bank or any Lender. The agreements ; provided, however, that the Loan Parties shall not be obligated to pay for expenses incurred by a Lender in this connec- tion with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a Participant pursuant to Section 9.04.

Expenses; Indemnity. (a) The Borrower agrees (i) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Syndication Agent Joint Lead Arrangers for all reasonable invoiced out-of-pocket costs and expenses and any taxes (other than Taxes indemnification for which is governed by Section 2.13 hereof) incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and including all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) Costs, and (ii) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Joint Lead Arrangers and each Lender for all invoiced out-of-pocket costs and expenses incurred in connection with the enforcementenforcement (whether through negotiations, attempted enforcement, legal proceedings or preservation otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs of counsel to the Administrative Agent and the Collateral Agent), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 11.05(a)(i)) out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. The agreements in this Section 12.2(a11.05(a) shall survive the termination of the Commitments this Agreement and repayment of all other Loan Party Obligations. All amounts due under this Section 11.05(a) shall be paid promptly after receipt by Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses, taxes or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the other ObligationsAdministrative Agent in its sole discretion.

Expenses; Indemnity. (a) The Borrower agrees Subject to Section 9.05(f), if the Closing Date occurs, the Issuer shall pay (i) to pay or reimburse the Administrative Agent all reasonable and the Syndication Agent for all costs and documented out-of-pocket expenses incurred by each Purchaser, the Purchaser Representative and their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of (x) one firm of outside counsel for the Purchaser Representative and (y) one firm of outside counsel for the Purchasers and their respective Affiliates (taken as a whole) and (z) if necessary, one local counsel in any relevant material jurisdiction to all such Persons, taken as a whole) in connection with the development, preparation, negotiation execution, delivery and execution administration of this Agreement and the other Loan Note Documents and any related documentation, including in connection with any amendment, waiver, consent modification or other modification waiver of the provisions hereof and thereof any provision of any Note Document (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited but only to the fees extent the preparation of any such amendment, modification or waiver was requested by the Issuer and expenses of except as otherwise provided in a single law firm representing separate writing between the Administrative Agent and Issuer and/or the Syndication AgentPurchaser Representative) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect without duplication of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Lawobligation set forth in Section 9.03(b), including, without limitation, all Attorney Costs. The foregoing costs reasonable and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Purchaser Representative or the Purchasers or any of their respective Affiliates (but limited (x) in the case of legal fees and expenses, to the cost of independent public accountants actual reasonable and documented out-of-pocket fees, disbursements and other charges of (A) one firm of outside experts retained counsel for the Purchaser Representative and (B) one firm of outside counsel for all the Purchasers and their respective Affiliates (taken as a whole) and (C) if necessary, one local counsel in any relevant material jurisdiction to the Purchaser Representative and one local counsel for all such other Persons, taken as a whole, and (y) in the case of other third party advisors, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of only third party advisors the engagement of whom has been approved by the Administrative Agent Issuer (such approval not to be unreasonably withheld, delayed or any Lenderconditioned) in writing) in connection with the enforcement, collection or protection of their respective rights in connection with the Note Documents, including their respective rights under this Section, or in connection with the Notes purchased hereunder. The agreements in Except to the extent required to be paid on the Closing Date, all amounts due under this Section 12.2(aparagraph (a) shall survive be payable by the termination Issuer within 30 days of receipt by the Commitments and repayment Issuer of all an invoice setting forth such expenses in reasonable detail, together with backup documentation supporting the other Obligations.relevant reimbursement request. 135

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse the Administrative Agent all reasonable and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, each of the Joint Lead Arrangers and Bookrunners and their respective Affiliates, including the reasonable fees, charges and disbursements of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, counsel for the Administrative Agent and the cost Joint Lead Arrangers and Bookrunners (and appropriate foreign and local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in each such jurisdiction), in connection with the syndication of independent public accountants the Loans and Commitments provided for herein, the preparation and administration of this Agreement and the other outside experts retained Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any of the Joint Lead Arrangers and Bookrunners, the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, any of the Joint Lead Arrangers and Bookrunners or any Lender; provided that in the absence of conflicts, reimbursement of legal fees and expenses shall be limited to reasonable fees, charges and disbursements of one counsel for the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers and Bookrunners and the Lenders (which counsel shall be designated by the Administrative Agent or Agent) (and any Lender. The agreements appropriate foreign and local counsel in this Section 12.2(a) shall survive the termination of the Commitments applicable foreign and repayment of all the other Obligationslocal jurisdictions).

Expenses; Indemnity. (a) The Borrower agrees Loan Parties jointly and severally agree to (promptly after receipt of a reasonably detailed invoice therefor) pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agents and the cost Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of independent public accountants Cxxxxx Xxxxxx & Rxxxxxx llp, 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 outside experts retained Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent 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 Lead Arrangers, the Agents, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section 9.05), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Lead Arrangers, the Agents, the Issuing Bank or any Lender. The agreements ; provided, however, that the Loan Parties shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a Participant pursuant to Section 9.04.

Expenses; Indemnity. (a) The Borrower agrees Loan Agreement Parties agree, jointly and severally, to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, CGMI and its Affiliates, including the reasonable fees, charges and disbursements of White & Case LLP, 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 cost other Loan Documents and in connection with any amendments, modifications or waivers of independent public accountants the provisions hereof or thereof (whether or not the transactions hereby contemplated 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 other outside experts retained (iii) all reasonable out-of-pocket expenses incurred by the Lead Arranger, the Administrative Agent Agent, the Collateral Agent, any Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Advances made and Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Lead Arranger, any Issuing Bank or any Lender. The agreements ; provided, however, that the Loan Parties shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Advances to an assignee Lender (except pursuant to Section 12.2(a2.23) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsAdvances to a participant pursuant to Section 10.04.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) to pay or reimburse all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent Agents and the Syndication Agent for all costs and expenses incurred Joint Lead Arrangers in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Agents and Joint Lead Arrangers in connection with the syndication of the Revolver Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrowers and the reasonable out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for such persons, taken as a whole) or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agentconsummated) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agents or Joint Lead Arrangers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the cost other Loan Documents, in connection with the Revolver Loans made or the Letters of independent public accountants Credit issued hereunder (including the reasonable out-of-pocket fees, charges and other outside experts retained by disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Administrative Agent Agents and the Joint Lead Arrangers, and, if necessary (x) the reasonable out-of-pocket fees, charges and disbursements of one (1) local counsel per relevant material jurisdiction and (y) in the case of an actual or any Lender. The agreements in this Section 12.2(apotential conflict of interest, the reasonable out-of-pocket fees, charges and disbursements of one (1) shall survive the termination of the Commitments and repayment of additional counsel to all the other Obligationsaffected persons, taken as a whole).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and CGMI, including the reasonable fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp, counsel for the Administrative Agent and the cost Arrangers, and local counsel, in connection with the syndication of independent public accountants the credit facilities provided for herein, the preparation and administration of this Agreement and the other outside experts retained Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Lead Arranger, the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Lead Arranger, the Issuing Bank or any Lender. The agreements ; provided, however, that the Borrower shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a Participant pursuant to Section 10.04.

Expenses; Indemnity. (a) The Borrower A. Company hereby agrees to: (i) to whether or not the transactions herein contemplated are consummated, pay or reimburse the Administrative Agent and the Syndication Agent for all reasonable out-of-pocket costs and expenses incurred of Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and Administrative Agent’s other counsel and consultants) in connection with the development, preparation, negotiation execution, delivery and execution administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiverwaiver or consent relating hereto or thereto, consent of Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of Administrative Agent, of each Issuing Lender and the Swing Line Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (ii) pay and hold Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify Administrative Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, Affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other modification of the provisions hereof and thereof proceeding (whether or not Administrative Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated hereby herein or thereby are consummated)in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, and or (b) the consummation and administration actual or alleged presence of Hazardous Materials in the transactions contemplated hereby and therebyair, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by Company or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by Company or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Company, any of its Subsidiaries or any Real Property at any time owned, leased or operated by Company or any of its Subsidiaries, including, in each case, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the reasonable fees and expenses disbursements of a single law firm representing the Administrative Agent counsel and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the enforcementextent incurred by reason of the gross negligence or willful misconduct of the Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, attempted enforcementpay or hold harmless Administrative Agent, any Issuing Lender or preservation any Lender set forth in the preceding sentence may be unenforceable because it is violative of any rights law or remedies under this Agreement or public policy, Company shall make the other Loan Documents (including all such costs maximum contribution to the payment and expenses incurred during any "workout" or restructuring in respect satisfaction of each of the Obligations and during any legal proceeding, including any proceeding indemnified liabilities which is permissible under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationsapplicable law.

Expenses; Indemnity. (a) The Borrower Company hereby agrees (i) to pay or reimburse the Administrative Agent and the Syndication Agent for on demand all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by BankBoston, in connection with the Administrative Agent transactions contemplated by this Agreement and the Related Agreements and in connection with any amendments or waivers (whether or not the same become effective) hereof or thereof and all reasonable out-of-pocket expenses incurred by BankBoston or any holder of any Security issued hereunder in connection with the enforcement of any rights hereunder, under any other Related Agreement or with respect to any Security, including without limitation (i) the cost and expenses of preparing and duplicating this Agreement, each other Financing Agreement and Related Agreement and the Securities; (ii) the cost of independent public delivering to BankBoston's principal offices, insured to BankBoston's satisfaction, the Securities sold to BankBoston hereunder and any Securities delivered to BankBoston in exchange therefor or upon any exercise, conversion or substitution thereof; (iii) the reasonable fees, expenses and disbursements of BankBoston's Special Counsel in connection with the transactions contemplated by this Agreement and the Related Agreements and any amendments, modifications, approvals, consents or waivers hereunder or thereunder; (iv) the reasonable fees, expenses and disbursements of BankBoston's accountants and other outside experts retained consultants, in connection with BankBoston's due diligence investigation of the Company prior to the execution of this Agreement or following the occurrence of a default hereunder; (v) all documentary stamp and similar taxes at any time payable in respect of this Agreement, any other Related Agreement or the issuance of any of the Securities; and (vi) all reasonable out-of-pocket expenses (including without limitation reasonable attorneys' fees and costs, travel and lodging expenses related to board attendance, observation or inspection, and reasonable consulting, accounting, appraisal, investment banking and similar professional fees and charges) incurred by BankBoston in connection with (A) the Administrative Agent exercise, enforcement or preservation of rights under this Agreement or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments Related Agreements against the Company or any of its Subsidiaries or the administration thereof whether before or after the occurrence of a Default or Event of Default and repayment of all (B) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to BankBoston's relationship with the other ObligationsCompany or its Subsidiaries.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, CGMI and their Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, 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 cost other Loan Documents or in connection with any amendments, modifications or waivers of independent public accountants and other outside experts retained the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, the Issuing Bank or any Lender. The agreements ; provided, however, that the Borrowers shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a participant pursuant to Section 9.04.

Expenses; Indemnity. (a) The Borrower Each Loan Party agrees to pay (i) to pay or reimburse all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence), and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the opening and maintaining of a Dominion Account or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are shall be consummated), including the reasonable and the consummation and administration of the transactions contemplated hereby and therebydocumented fees, including, without limitation, all out-of-pocket syndication charges and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses disbursements of a single law firm representing Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Administrative Agent Agent, and, if necessary, the 161 reasonable and the Syndication Agent) documented fees, out-of-pocket charges and disbursements of one local counsel per jurisdiction, and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements Lender in connection with the enforcement or protection of their rights in connection with this Section 12.2(a) shall survive the termination of the Commitments Agreement and repayment of all the other ObligationsLoan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of counsel for the Administrative Agent (including any special and local counsel).

Expenses; Indemnity. (a) The Borrower agrees Subject to Section 9.05(f), the Borrowers shall pay (i) to pay or reimburse if the Closing Date occurs, all reasonable and documented out-of-pocket expenses incurred by each Arranger, the Administrative Agent and their respective Affiliates (but limited, in the Syndication Agent for case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all costs and expenses incurred such Persons taken as a whole, and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the developmentsyndication and distribution (including via the Internet or through a service such as IntraLinks) of the Credit Facilities, in connection with the preparation, negotiation execution, delivery and execution administration of this Agreement and the other Loan Documents and any related documentation, including in connection with any amendment, waiver, consent modification or other modification waiver of the provisions hereof and thereof any provision of any Loan Document (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited but only to the fees and expenses extent the preparation of a single law firm representing any such amendment, modification or waiver was requested by the Administrative Agent Borrower and except as otherwise provided in a separate writing between the Syndication Administrative Borrower, the relevant Arranger and/or the Administrative Agent) and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers, the Issuing Banks or the Lenders or any of their respective Affiliates (but limited, in the case of legal fees and expenses, to the cost of independent public accountants actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside experts retained by counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection unconditional release of such Indemnitee from all liability or claims that are the Administrative Agent subject matter of such proceeding and (ii) such settlement does not include any statement as to any admission of fault or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationsculpability.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) to pay or reimburse all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Lead Arranger and their respective Affiliates in connection with the preparation of this Agreement and the Syndication Agent for all costs other Loan Documents, or by the Administrative Agent, the Lead Arranger and their respective Affiliates in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the developmentextent incurred with the reasonable prior approval of the Lead Borrower (other than due diligence and Collateral examinations performed in accordance with the terms of the Credit Agreement or undertaken during an Event of Default, which shall not require the approval of the Lead Borrower) and the reasonable and documented out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each relevant jurisdiction where Collateral is located for such persons, taken as a whole and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to such persons) or in connection with the preparation, negotiation negotiation, execution, delivery and execution administration of this Agreement and the other Loan Documents and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof or thereof, (ii) all reasonable and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all documented out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred by the Issuing Bank in connection with the enforcementissuance, attempted enforcementamendment, renewal or preservation extension of any rights Letter of Credit or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related theretodemand for payment thereunder, and other (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Lead Arranger, the Issuing Bank, any Lender or any of their respective Affiliates in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent and the cost Lead Arranger, and, if necessary the reasonable out-of-pocket fees, charges and disbursements of independent public accountants one (1) counsel to such persons and, if reasonably necessary, one (1) local counsel per relevant jurisdiction to such persons, taken as a whole and other outside experts retained by in the Administrative Agent case of actual or any Lender. The agreements perceived conflict of interest, one additional counsel in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationseach relevant jurisdiction to such persons).

Expenses; Indemnity. (a) The Borrower Each Loan Party agrees to pay (i) to pay or reimburse all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence), and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the opening and maintaining of a Dominion Account or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are shall be consummated), including the reasonable and the consummation and administration of the transactions contemplated hereby and therebydocumented fees, including, without limitation, all out-of-pocket syndication charges and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses disbursements of a single law firm representing Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Administrative Agent Agent, and, if necessary, the 150 reasonable and the Syndication Agent) documented fees, out-of-pocket charges and disbursements of one local counsel per jurisdiction, and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements Lender in connection with the enforcement or protection of their rights in connection with this Section 12.2(a) shall survive the termination of the Commitments Agreement and repayment of all the other ObligationsLoan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of counsel for the Administrative Agent (including any special and local counsel).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse the Administrative Agent all reasonable and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Backstop Lenders (limited, in the case of professional fees, to the (a) reasonable and documented out-of-pocket fees, expenses and disbursement of one primary counsel and one local counsel in each relevant local jurisdiction for all Backstop Lenders constituting Tranche A Lenders, taken as a whole, and one financial adviser for the Backstop Lenders that are Tranche A Lenders, taken as a whole, and (b) reasonable and documented out-of-pocket fees, expenses and disbursement of one primary counsel and one local counsel in each relevant local jurisdiction for all Backstop Lenders constituting Tranche B Lenders, taken as a whole, and one financial adviser for the Backstop Lenders that are Tranche B Lenders, taken as a whole, in each case, as invoiced by such professionals, and in accordance with their engagement letters entered into with the Borrower), in connection in any manner with the discussion, negotiations, diligence, preparation, execution and delivery of any documents in connection with the DIP Facility, including the funding of all Loans under the DIP Facility, the syndication (including printing, distribution and bank meeting) of the DIP Facility, the preparation and administration of this Agreement and the other Loan Documents, transportation, audit, insurance, field examination, appraisal and consultant costs and expenses, and all search, filing and recording fees, incurred or sustained by the Lenders in connection with the DIP Facility, the Loan Documents or the transactions contemplated thereby, or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) including the reasonable and documented fees, charges and disbursements of Xxxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the cost Collateral Agent (and, if necessary, by a firm of independent public accountants local counsel for the Administrative Agent and other outside experts retained Collateral Agent) and (ii) all reasonable and documented out-of-pocket expenses (subject to the limitations in clause (i) above) incurred by the Administrative Agent, the Collateral Agent, the Backstop Lenders constituting Tranche A Lenders, taken as a whole, and the Backstop Lenders constituting Tranche B Lenders, taken as a whole, in connection with the administration of this Agreement and the Loan Documents, the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of Backstop Lenders constituting Tranche A Lenders, taken as a whole, or the Commitments and repayment of all the other ObligationsBackstop Lenders constituting Tranche B Lenders, taken as a whole.

Expenses; Indemnity. (a) The Whether or not the Transactions shall be consummated, the Borrower agrees to pay promptly (i) to pay or reimburse all the Administrative Agent actual, reasonable and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all documented out-of-pocket costs and expenses of the Agents and the Lead Arranger in connection with (v) the syndication of the Loans and due diligence Commitments, (w) the negotiation, preparation, execution and administration of the Loan Documents, (x) any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby, (y) creating, perfecting and insuring Liens on the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties (including filing and recording fees, expenses and all Attorney Costs taxes, stamp or documentary taxes, search fees and title insurance premiums), and (provided that z) the custody or preservation of any of the Collateral, including reasonable fees, expenses and disbursements of (I) outside counsel to the Agents and the Lead Arranger (such Attorney Costs shall counsel to be limited to one general transaction counsel, one local New York counsel, one local New York gaming counsel and, if reasonably required, one local counsel in any other relevant jurisdiction), and (II) the fees Construction Consultant, the Insurance Advisor and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) any other appraisers, advisors or consultants; and (ii) to pay or reimburse the Administrative Agent all actual and each Lender for all documented out-of-pocket costs and expenses expenses, including outside attorneys’ fees, disbursements and other charges and costs of settlement, incurred by the Lead Arranger, any Agent or any Lender in connection with the enforcement, attempted enforcementenforcing any Obligations of, or preservation of in collecting any rights payments due from, any Company hereunder or remedies under this Agreement or the other Loan Documents (or any other party to a Subordination Agreement) (including all such costs in connection with the inspection of the books and expenses incurred during records of any "workout" Company, the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Security Documents) or in connection with any refinancing or restructuring in respect of the Obligations and during credit arrangements provided hereunder in the nature of a “work‑out” or pursuant to any legal proceedinginsolvency or bankruptcy cases or proceedings (provided that, including any proceeding under any Debtor Relief Lawin the case of this clause (ii), including, without limitation, all Attorney Costs. The foregoing costs such reimbursement for attorneys’ fees shall be with respect to the Administrative Agent’s counsel and expenses one set of counsel for the Lenders as selected by the Required Lenders only (which shall include all searchin each case (I) workout or other specialty related counsel, filing(II) general transaction related counsel, recording, title insurance (III) local New York related counsel and appraisal charges and fees and taxes (IV) local New York gaming related theretocounsel)), and other out-of-pocket expenses incurred in the case of an actual or perceived conflict of interest as reasonably determined by the Administrative Agent and the cost affected Person or Persons, one additional set of independent public accountants and counsel (including only one additional (I) workout or other outside experts retained by the Administrative Agent specialty related counsel, (II) general transaction related counsel, (III) local New York related counsel and/or (IV) local New York gaming related counsel) to each Person or any Lender. The agreements in this Section 12.2(a) shall survive the termination group of the Commitments and repayment of all the other Obligationsaffected Persons similarly situated taken as a whole).

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) to pay or reimburse all reasonable and documented (in summary format) out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Syndication Agent for all costs and expenses incurred Lenders in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent or the Lenders in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable and documented (in summary format) out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel to the Administrative Agent (selected by the Administrative Agent) and one (1) outside counsel for the Lenders taken as a whole (selected by the Required Lenders) and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for each of the Administrative Agent (selected by the Administrative Agent) and the Lenders taken as a whole (selected by the Required Lenders)) or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agentconsummated) and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the cost other Loan Documents, in connection with the Loans made hereunder (but limited, in the case of independent public accountants legal fees and other expenses, to the actual reasonable and documented (in summary format) out-of-pocket fees, charges and disbursements of one (1) outside experts retained counsel to the Administrative Agent (selected by the Administrative Agent or any Lender. The agreements Agent) and one (1) outside counsel for the Lenders taken as a whole (selected by the Required Lenders), and, if reasonably necessary (x) the reasonable and documented (in this Section 12.2(asummary format) shall survive the termination out-of-pocket fees, charges and disbursements of one (1) local counsel per relevant local jurisdiction for each of the Commitments Administrative Agent (selected by the Administrative Agent) and repayment the Lenders taken as a whole (selected by the Required Lenders) and (y) in the case of an actual or potential conflict of interest, the reasonable and documented (in summary format) out-of-pocket fees, charges and disbursements of one (1) additional counsel to all the other Obligationsaffected Persons, taken as a whole).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and Agent, any of the Syndication Agent for all costs and expenses incurred Lead Arrangers, the Coordinating Bank or any of their respective affiliates in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents, or by the Administrative Agent or any Lead Arrangers in connection with the syndication of the Commitments (including with respect to the Loans incurred on the Additional Closing Date), administration of this Agreement and the other Loan Documents (including expenses incurred in connection with due diligence, initial and ongoing appraisals and Collateral examinations to the extent incurred in accordance with the terms of this Agreement, mortgage recordings, title registrations, UCC filings and other filings in connection with the creation and perfection of the Liens of the Administrative Agent (and the priority thereof) as contemplated hereby or other Loan Documents and the reasonable fees, disbursements and charges of no more than one counsel in each jurisdiction where Collateral is located) or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not such amendment, waiver or modification is approved by the transactions contemplated hereby or thereby are consummatedapplicable Lenders), including the reasonable and documented out-of-pocket fees, charges and disbursements of a single primary counsel for all such persons (other than the Administrative Agent) taken as a whole, and a single primary counsel for the Administrative Agent (which, in connection with the Initial Closing Date and the Additional Closing Date shall be Xxxxx Xxxx & Xxxxxxxx LLP), and the consummation reasonable and administration documented out-of-pocket fees, charges and disbursements of one local counsel per applicable jurisdiction and one healthcare regulatory counsel, provided that, the transactions contemplated hereby attorney’s fees are subject to the applicable fee caps as agreed among the Sponsors and thereby, including, without limitation, the Administrative Agent and (ii) all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses Other Taxes) incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements Lender in connection with the enforcement or protection of their rights in connection with this Section 12.2(a) shall survive the termination of the Commitments Agreement and repayment of all the other ObligationsLoan Documents, in connection with the Loans made hereunder, including the reasonable and documented out-of-pocket fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and the reasonable and documented out-of-pocket fees, charges and disbursements of one local counsel per applicable jurisdiction (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict, of another primary firm for such affected person and all similarly affected persons and another firm of local counsel per applicable jurisdiction for such affected person and all similarly affected persons).

Expenses; Indemnity. (a) The Borrower agrees (i) to Company shall pay or reimburse the Administrative Agent Lender for (i) all out-of-pocket costs and expenses (including, without limitation, attorneys' fees up to $10,000 and expenses) paid or incurred by the Syndication Agent for Lender in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Collateral Documents and any other document required hereunder or thereunder, (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses, including the fees and expenses of in-house counsel) paid or incurred in connection with any amendment, supplement, modification or waiver of or to this Agreement, the Notes, the Collateral Documents or any other document required hereunder or thereunder; (iii) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses, including the fees and expenses of in-house counsel) paid or incurred by the Lender before and after judgment in enforcing, protecting or preserving its rights under this Agreement, the Notes, the Collateral Documents and other document required hereunder or thereunder, including, without limitation, the enforcement of rights against, or realization on, any collateral or security therefor or in defending against any claim made against the Lender by the Company or any third party as a result of or in any way relating to any matter referred to in subsection (i),(ii) or (iii) of this section; and (iv) any and all recording and filing fees and any and all stamp, excise, intangibles and other taxes, if any, (including, without limitation, any sales, occupation, excise, gross receipts, franchise, general corporation, personal property, privilege or license taxes, but not including taxes levied upon the net income of the Lender by the federal government or the State of Wisconsin), which may be payable or determined to be payable in connection with the negotiation, preparation, execution, delivery, administration or enforcement of this Agreement, the Notes, the Collateral Documents or any other document required hereunder or thereunder or any amendment, supplement, modification or waiver of or to any of the foregoing, or consummation of any of the transactions contemplated hereby or thereby whether such taxes are levied by reason of the acts to be performed by the Company hereunder or are levied upon the Lender, the Company, the property of the Lender or otherwise, including all costs and expenses incurred in connection with contesting the developmentimposition of any such tax, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that liability with respect to or resulting from any delay in paying the same, whether such Attorney Costs shall be limited to taxes are levied upon the fees and expenses of a single law firm representing Lender, the Administrative Agent and the Syndication Agent) and (ii) to pay Company or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationsotherwise.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, CGMI and its Affiliates, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent, xx xxxxxxxxxx wixx xxx syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the cost other Loan Documents or in connection with any amendments, modifications or waivers of independent public accountants the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and other outside experts retained (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender. The agreements ; provided, however, that the Borrower shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a participant pursuant to Section 10.04.

Expenses; Indemnity. (a1) The Borrower agrees (i) Subject to and in accordance with the terms of the DIP Financing Orders, the Borrowers agree to pay or reimburse the Administrative Agent all reasonable, documented and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, the Lenders (including, without limitation, the reasonable documented and invoiced out-of-pocket fees and expenses of the Lender Advisors), the Backstop Parties and, with respect to enforcement of the Loan Documents incurred by any Lender, in connection with (i) the preparation of this Agreement and the cost other Loan Documents, (ii) the preparation, execution and delivery, administration, amendment, modification, waiver or enforcement of independent this Agreement (including expenses incurred in connection with due diligence (including third party expenses) and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrowers or provided for in this Agreement) or (iii) otherwise in connection with the Chapter 11 Cases, the monitoring and administration thereof, the negotiation and implementation of an Acceptable Plan and any other matter, motion or order bearing on the validity, priority and/or repayment of the Obligations in accordance with the terms hereof, including the reasonable, documented and invoiced fees, charges and disbursements of the Lender Advisors and a single counsel and one firm of local counsel for the Administrative Agent, and, in the case of any actual or perceived conflict of interest, where the indemnified person affected by such conflict informs the Borrowers of such conflict, one additional firm of counsel for the Administrative Agent, the Lenders, the Backstop Parties and, in the case of enforcement of this Agreement, the Lenders (in the aggregate). In relation to any Spanish Loan Party and any Loan Documents or Spanish Security Documents they incorporate or sign subject to the laws of Spain, the Borrowers and/or the corresponding Spanish Loan Party shall also pay the applicable notary public accountants fees and other outside experts retained registry fees whenever due. For the sake of clarity, notwithstanding the foregoing, as set out in Section 10.04(11), any taxes or costs (including, but not limited to, notarial or registry fees) arising from any transfer or assignment from the Lenders or Secured Parties shall be borne by the Administrative Agent relevant Lender or any Lender. The agreements in this Section 12.2(a) shall survive Secured Party but not by the termination of the Commitments and repayment of all the other ObligationsLoan Parties.

Expenses; Indemnity. (a) The Borrower hereby agrees to pay (i) all reasonable and documented out-of-pocket expenses (including, subject to pay or reimburse Section 9.05(c), Other Taxes) incurred by the Administrative Agent or the Collateral Agent, the Arrangers and the Syndication Agent for all costs and expenses incurred their respective Affiliates in connection with the developmentsyndication and distribution (including, preparationwithout limitation, negotiation via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and execution administration of the Original Credit Agreement, this Agreement and the other Loan Documents and Documents, or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated), including the reasonable fees, charges and the consummation and administration disbursements of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing one primary counsel for the Administrative Agent, the Collateral Agent and the Syndication Agent) Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and the cost of independent public accountants and other outside experts retained (iii) all out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent Agents, any Issuing Bank or any Lender. The agreements Lender in connection with the enforcement of their rights in connection with the Original Credit Agreement, this Section 12.2(aAgreement and any other Loan Document, in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and including the fees, charges and disbursements of a single counsel for all such persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) shall survive a single regulatory counsel for all such persons, taken as a whole (and, in the termination case of an actual or perceived conflict of interest where such person affected by such conflict informs the Commitments Borrower of such conflict and repayment thereafter retains its own counsel, of all the other Obligationsanother firm of such for such affected person).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agents, CGMI and their Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, 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 cost other Loan Documents or in connection with any amendments, modifications or waivers of independent public accountants and other outside experts retained the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Lead Arranger, the Administrative Agent Agent, the Collateral Agents, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agents, the Lead Arranger, the Issuing Bank or any Lender. The agreements ; PROVIDED, HOWEVER, that the Borrower shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a participant pursuant to Section 9.04.

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) to pay or reimburse all reasonable and documented (in summary format) out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Syndication Agent for all costs and expenses incurred Lenders in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent or the Lenders in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable and documented (in summary format) out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel to the Administrative Agent (selected by the Administrative Agent) and one (1) outside counsel for the Lenders taken as a whole (selected by the Required Lenders) and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for each of the Administrative Agent (selected by the Administrative Agent) and the Lenders taken as a whole (selected by the Required Lenders)) or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agentconsummated) and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the cost other Loan Documents, in connection with the Loans made hereunder (but limited, in the case of independent public accountants legal fees and other expenses, to the actual reasonable and documented (in summary format) out-of-pocket fees, charges and disbursements of one (1) outside experts retained counsel to the Administrative Agent (selected by the Administrative Agent or any Lender. The agreements Agent) and one (1) outside counsel for the Lenders taken as a whole (selected by the Required Lenders), and, if reasonably necessary (x) the reasonable and documented (in this Section 12.2(asummary format) shall survive the termination out-of-pocket fees, charges and disbursements of one (1) local counsel per relevant local jurisdiction for each of the Commitments Administrative Agent (selected by the Administrative Agent) and repayment the Lenders taken as a whole (selected by the Required Lenders) and (y) in the case of an actual or potential conflict of interest, the reasonable and documented (in summary format) out-of-pocket fees, charges and disbursements of one (1) additional counsel to all the other Obligations.affected Persons, taken as a whole). 128

Expenses; Indemnity. (a) The Borrower agrees Parent and the Borrowers hereby jointly and severally agree to pay (i) all reasonable and documented out-of-pocket expenses (including, subject to pay or reimburse Section 9.05(c), Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Syndication Agent for all costs and expenses incurred their respective Affiliates in connection with the developmentsyndication and distribution (including, preparationwithout limitation, negotiation via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and execution administration of this Agreement and the other Loan Documents and Documents, or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated), the Chapter 11 Cases (including any appeals related thereto and implementation of the Plan of Reorganization), including the reasonable fees, charges and disbursements of White & Case LLP, counsel for the Collateral Agent and of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and the consummation Ad Hoc First Lien Term Lender Group (as defined in the RSA), and, if necessary, the reasonable fees, charges and administration disbursements of the transactions contemplated hereby and therebyone local counsel per jurisdiction, including, without limitation, (ii) all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to including Other Taxes) incurred by the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay Agents or reimburse the Administrative Agent and each any Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any their rights or remedies under in connection with this Agreement or the and any other Loan Documents (Document, in connection with the Loans made hereunder, including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and including the fees, charges and disbursements of (A) Xxxxxx, Xxxx & Xxxxxxxx LLP (or other primary counsel selected by the Required Lenders) for the Administrative Agent and the cost Lenders, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for the Administrative Agent and the Lenders, taken as a whole (and, in the case of independent public accountants and other outside experts retained by an actual or perceived conflict of interest where the Administrative Agent or any a Lender affected by such conflict informs the Lux Borrower of such conflict and thereafter retains its own counsel, of another firm of such for the Administrative Agent or such Lender. The agreements ) and (iii) White & Case LLP (or other primary counsel selected by the Collateral Agent) for the Collateral Agent and, if necessary, a single local counsel in this Section 12.2(aeach appropriate jurisdiction and (if appropriate) shall survive a single regulatory counsel for the termination of the Commitments and repayment of all the other ObligationsCollateral Agent.

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) to pay or reimburse all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent Agents and the Syndication Agent for all costs and expenses incurred Lead Arranger in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Agents and Lead Arranger in connection with the syndication of the Revolver Commitments or the administration of this Agreement (including expenses incurred in connection with due 134 diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable and documented out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for such Persons, taken as a whole) or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agentconsummated) and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent Agents or Lead Arranger or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the cost other Loan Documents, in connection with the Revolver Loans made or the Letters of independent public accountants Credit issued hereunder (but limited, in the case of legal fees and other outside experts retained by expenses, to the Administrative Agent actual reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents and the Lead Arranger, and, if reasonably necessary (x) the reasonable and documented out-of-pocket fees, charges and disbursements of one (1) local counsel per relevant local jurisdiction and (y) in the case of an actual or any Lender. The agreements in this Section 12.2(apotential conflict of interest, the reasonable and documented out-of-pocket fees, charges and disbursements of one (1) shall survive the termination of the Commitments and repayment of additional counsel to all the other Obligationsaffected Persons, taken as a whole).

Expenses; Indemnity. (a) The Borrower agrees Borrowers, jointly and severally, agree to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and CGMI, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the cost Arrangers, and local counsel, in connection with the syndication of independent public accountants the credit facilities provided for herein, the preparation and administration of this Agreement and the other outside experts retained Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Lead Arranger, the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Lead Arranger, the Issuing Bank or any Lender. The agreements ; provided, however, that the Borrowers shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a Participant pursuant to Section 10.04.

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) to pay or reimburse all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent Agents and the Syndication Agent for all costs and expenses incurred Lead Arranger in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Agents and Lead Arranger in connection with the syndication of the Revolver Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable and documented out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for such Persons, taken as a whole) or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby shall be consummated) and (ii) all reasonable and documented out‑of‑pocket expenses incurred by the Agents or thereby are consummated), Lead Arranger or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the consummation other Loan Documents, in connection with the Revolver Loans made or the Letters of Credit issued hereunder (but limited, in the case of legal fees and administration of expenses, to the transactions contemplated hereby actual reasonable and thereby, including, without limitation, all documented out-of-pocket syndication fees, charges and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the fees and expenses of a single law firm representing the Administrative Agent Agents and the Syndication AgentLead Arranger, and, if reasonably necessary (x) the reasonable and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by fees, charges and disbursements of one (1) local counsel per relevant local jurisdiction and (y) in the Administrative Agent case of an actual or potential conflict of interest, the reasonable and the cost documented out-of-pocket fees, charges and disbursements of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(aone (1) shall survive the termination of the Commitments and repayment of additional counsel to all the other Obligationsaffected Persons, taken as a whole).

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay (i) to pay or reimburse all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including reasonable expenses incurred in connection with due diligence, to the extent incurred with the reasonable prior approval of the Company and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located or where any Canadian Guarantor is formed or incorporated) or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are shall be consummated), including the reasonable fees, charges and the consummation and administration disbursements of the transactions contemplated hereby and therebyXxxxxx Xxxxxx & Xxxxxxx LLP, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited counsel to the fees and expenses of a single law firm representing Administrative Agent, the Administrative Collateral Agent and the Syndication Agent) Joint Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction; (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent or the Joint Lead Arrangers for (A) the costs of appraisals, inspections and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the cost Loan Parties’ operations by the Administrative Agent or the Collateral Agent, plus the Administrative Agent’s then customary charge for field examinations and audits and the preparation of independent public accountants reports thereof, (B) the costs and expenses of forwarding loan proceeds, collecting checks, and other outside experts retained items of payment, and establishing and maintaining Payment Accounts and lock boxes, and (C) the costs and expenses of lien searches, taxes, fees and other charges for filing financing statements, and other actions to maintain, preserve and protect the Collateral and the Collateral Agent’s Lien thereon; provided, that so long as no Default or Event of Default shall have occurred and be continuing, such costs, expenses and charges described in clauses (A)-(C) shall not exceed (x) $100,000 per year in any year that the Collateral Agent conducts no more than one Collateral Audit and one appraisal of the Collateral and (y) $150,000 per year in any year that the Collateral Agent conducts more than one Collateral Audit and appraisal of the Collateral; (iii) sums paid or incurred to pay any amount or take any action required of any Borrower or other Loan Party under the Loan Documents that such Borrower or Loan Party fails to take; and (iv) all out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent or any Lender. The agreements Lender in connection with the enforcement or protection of their rights in connection with this Section 12.2(a) shall survive the termination of the Commitments Agreement and repayment of all the other ObligationsLoan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of counsel for the Administrative Agent (including any special and local counsel).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, CGMI and its Affiliates, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the Administrative Agent, in xxxxxxxxxx xith xxx xxndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the cost other Loan Documents or in connection with any amendments, modifications or waivers of independent public accountants the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and other outside experts retained (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender. The agreements ; provided, however, that the Borrower shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a participant pursuant to Section 10.04.

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) to pay or reimburse all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent Agents and the Syndication Agent for all costs and expenses incurred Joint Lead Arrangers in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Agents and Joint Lead Arrangers in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for such persons, taken as a whole) or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agentconsummated) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agents or Joint Lead Arrangers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the cost other Loan Documents, in connection with the Loans made or the Letters of independent public accountants Credit issued hereunder (including the reasonable out-of-pocket fees, charges and other outside experts retained by disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent Agents and the Joint Lead Arrangers, and, if necessary (x) the reasonable out-of-pocket fees, charges and disbursements of one (1) local counsel per relevant material jurisdiction and (y) in the case of an actual or any Lender. The agreements in this Section 12.2(apotential conflict of interest, the reasonable out-of-pocket fees, charges and disbursements of one (1) shall survive the termination of the Commitments and repayment of additional counsel to all the other Obligationsaffected persons, taken as a whole).

Expenses; Indemnity. The Borrower agrees to (a) The Borrower agrees (i) to pay or reimburse all reasonable out-of-pocket expenses of the Administrative Agent and the Syndication Agent for all costs and expenses incurred Arrangers in connection with (i) the development, preparation, negotiation negotiation, execution and execution delivery of this Agreement and the each other Loan Documents Document, whenever the same shall be executed and any amendmentdelivered, waiver, consent or other modification of including without limitation the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all reasonable out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the reasonable fees and expenses disbursements of a single law firm representing counsel for the Administrative Agent and (including the Syndication Agentallocated cost of internal counsel) and (ii) the preparation, negotiation, execution and delivery of any waiver, amendment or consent by the Administrative Agent, the Arrangers or the Lenders relating to pay this Agreement or reimburse any other Loan Document or the interpretation of any Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect the allocated cost of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Lawinternal counsel), including, without limitation, (b) pay all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses of the Administrative Agent, the Arrangers and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Administrative Agent, the Arrangers and the Lenders under the Credit Facility, including, to the extent reasonable under the circumstances, consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent, any Arranger or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons (including the allocated cost of internal counsel), and (c) defend, indemnify and hold harmless the Administrative Agent, the Arrangers and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, any Arranger or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with this Agreement, the Credit Facility, any other Loan Document, the Loans or the Notes or as a result of the breach of any of the Credit Parties' obligations hereunder, including without limitation reasonable attorney's fees (including the allocated cost of internal counsel), consultant's fees and settlement costs (but excluding any losses, penalties, fines liabilities, settlements, damages, costs and expenses to the extent incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination reason of the Commitments and repayment gross negligence or willful misconduct of all the other ObligationsPerson to be indemnified (as finally determined by a court of competent jurisdiction)).

Expenses; Indemnity. (a) The Borrower Each Loan Party (jointly and severally to the extent legally permissible) agrees to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Agents, and any other U.X. xxx xxx-X.S. xxxxx xounsel in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the cost other Loan Documents or in connection with any amendments, modifications or waivers of independent public accountants and other outside experts retained the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent Issuing 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 Joint Lead Arrangers, the Agents, the Issuing Banks or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement (including their rights under this Section), the other Loan Documents or 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, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Agents, the Joint Lead Arrangers, the Issuing Banks or any Lender. The agreements ; provided, however, that the Loan Parties shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a participant pursuant to Section 10.04.

Expenses; Indemnity. (a) The Borrower agrees shall pay (i) to pay or reimburse the Administrative Agent all reasonable and the Syndication Agent for all costs documented and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to incurred by the fees and expenses of a single law firm representing Arranger, the Administrative Agent and their respective Affiliates (but limited, in the Syndication Agentcase of legal fees and expenses, to the actual reasonable and documented and invoiced out- of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons, taken as a whole, and, if necessary, of one local counsel in any relevant material jurisdiction to all such Persons, taken as a whole (it being understood and agreed that any jurisdiction of organization of a Loan Party that is organized outside of the United States (which, for the purpose hereof, shall not include any territory or protectorate thereof) or the District of Columbia shall be deemed to be material), which may include a single local counsel acting in multiple jurisdictions) in connection with the arrangment of the Bridge Facility and the preparation, execution, delivery and administration of the Loan Documents (including in connection with any visit or inspection permitted by Section 5.06) and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan Document, and (ii) to pay or reimburse the Administrative Agent all reasonable and each Lender for all costs documented and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger or the Lenders (but limited, in the case of legal fees and expenses, to the cost of independent public accountants actual reasonable and documented out- of-pocket fees, disbursements and other charges of one firm of outside experts retained by the Administrative Agent or counsel to all such Persons, taken as a whole, and, if necessary, of one local counsel in any Lender. The agreements in this Section 12.2(a) shall survive the termination relevant material jurisdiction to all such Persons, taken as a whole (it being understood and agreed that any jurisdiction of organization of a Loan Party that is organized outside of the Commitments United States (which, for the purpose hereof, shall not include any territory or protectorate thereof) or the District of Columbia shall be deemed to be material), which may include a single local counsel acting in multiple jurisdictions and repayment solely in the case of an actual or perceived conflict of interest where any affected Lender informs the Borrower of such conflict and retains its own counsel, (x) one additional counsel to all affected Lenders, taken as a whole, and (y) one additional local counsel to all affected Lenders, taken as a whole (it being understood and agreed that any jurisdiction of organization of a Loan Party that is organized outside of the other ObligationsUnited States (which, for the purpose hereof, shall not include any territory or protectorate thereof) or the District of Columbia shall be deemed to be material)) in connection with the enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made (in each case of clauses (i) and (ii) above, excluding allocated costs of in-house counsel and, in the case of any expenses incurred in connection with the matters described in clause (b) of this Section, subject to the limitations set forth in such clause on the Borrower’s obligation to pay such expenses).

Expenses; Indemnity. (a) The Borrower agrees to pay (i) to pay or reimburse the Administrative Agent all reasonable and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other documented out-of-pocket expenses incurred by the Administrative Agent, each of the Joint Lead Arrangers and Bookrunners and their respective Affiliates, including the reasonable fees, charges and disbursements of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, counsel for the Administrative Agent and the cost Joint Lead Arrangers and Bookrunners (and appropriate foreign and local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in each such jurisdiction), in connection with the syndication of independent public accountants the Loans and Commitments provided for herein, the preparation and administration of this Agreement and the other outside experts retained Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any of the Joint Lead Arrangers and Bookrunners, the Administrative Agent or any Lender. The agreements Lender in connection with the enforcement or protection of its rights in connection with this Section 12.2(a) shall survive Agreement (including its rights under this Section), the termination other Loan Documents or the Loans made, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of any other counsel for the Administrative Agent, any of the Commitments Joint Lead Arrangers and repayment Bookrunners or any Lender; provided that in the absence of all conflicts, reimbursement of legal fees and expenses shall be limited to reasonable fees, charges and disbursements of one counsel for the other ObligationsAdministrative Agent, the Joint Lead Arrangers and Bookrunners and the Lenders (which counsel shall be designated by the Administrative Agent) (and any appropriate foreign and local counsel in applicable foreign and local jurisdictions).

Expenses; Indemnity. The Borrower will (a) The Borrower agrees pay all out-of-pocket expenses (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Administrative Agent actually incurred in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the reasonable fees and expenses disbursements of a single law firm representing counsel for the Administrative Agent and the Syndication Agent) and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay or reimburse all reasonable out-of-pocket expenses of the Administrative Agent and each Lender for all costs and expenses actually incurred in connection with the enforcement, attempted enforcement, or preservation administration and enforcement of any rights or and remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations Administrative Agent and during any legal proceeding, including any proceeding Lenders under any Debtor Relief Law)the Credit Facility, including, without limitation, all Attorney Costs. The foregoing costs in connection with any workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant to the Pledge Agreement or any other security document, enforcing any Obligations of, or collecting any payments due from, the Borrower or any Guarantor by reason of an Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include all search, filing, recording, title insurance and appraisal charges and without limitation the reasonable fees and taxes related theretodisbursements of such Persons, and other out-of-pocket expenses incurred by (c) defend, indemnify and hold harmless the Administrative Agent and the cost of independent public accountants Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other outside experts retained by proceeding (whether or not the Administrative Agent or any Lender. The agreements Lender is a party thereto) and the prosecution and defense thereof, arising out of or in this Section 12.2(a) shall survive any way connected with the termination Loans, the Agreement, any other Loan Document or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred herein or therein or the transactions contemplated hereby or thereby, including without limitation reasonable attorneys’ and consultants’ fees, except to the extent that any of the Commitments and repayment foregoing directly result from the gross negligence or willful misconduct of all the other Obligationsparty seeking indemnification therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay promptly (i) to pay or reimburse all the Administrative Agent actual and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all reasonable documented out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees costs and expenses of a single law firm representing the Administrative Agent Agents, the Joint Lead Arrangers and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred Issuing Bank in connection with the enforcementsyndication of the Loans and Commitments and the negotiation, attempted enforcement, or preservation preparation and execution of any rights or remedies under this Agreement or the other Loan Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; (including ii) all the actual and reasonable documented fees, expenses and disbursements of counsel to the Agents, the Joint Lead Arrangers and the Issuing Bank (such costs counsel to be limited to Xxxxxx and expenses incurred during any "workout" or restructuring Xxxxxxx LLP and Faegre Xxxxx Xxxxxxx LLP) in respect connection with the syndication of the Obligations Loans and during Commitments and negotiation, preparation, execution and administration of the Loan Documents and any legal proceedingconsents, including amendments, waivers or other modifications related thereto and any proceeding under any Debtor Relief Law), including, without limitation, other documents or matters requested by the Borrower; (iv) all Attorney Costs. The foregoing costs the actual and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable documented out-of-pocket costs and expenses incurred by of creating, perfecting and insuring Liens on the Administrative Agent Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, including filing and recording fees, expenses, search fees and reasonable documented fees, expenses and disbursements of counsel to the Agents and the cost Joint Lead Arrangers (such counsel to be limited to Xxxxxx and Xxxxxxx LLP and Faegre Xxxxx Xxxxxxx LLP); (v) all the actual and reasonable documented out-of-pocket costs, fees, expenses and disbursements of independent public accountants any auditors, accountants, consultants (including the Construction Consultant) or appraisers; (vi) all the actual and other outside experts reasonable documented out-of-pocket costs and expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants (including the Construction Consultant), advisors and agents employed or retained by the Administrative Agent Agents or their counsel) in connection with the custody or preservation of any of the Collateral (including collateral audits); and (vii) after the occurrence of a Default or an Event of Default, all documented out-of-pocket costs and expenses, including fees, disbursements and other charges of counsel (but limited to the reasonable and documented fees, disbursements and other charges of one primary counsel and one special Indian counsel and, to the extent reasonably necessary, of a single firm of local counsel in each applicable jurisdiction for all such persons (and, in the case of a conflict of interest where any such person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another primary counsel and special Indian counsel and, to the extent reasonably necessary, one firm of local counsel in each applicable jurisdiction for each group of similarly situated affected persons)) and costs of settlement, incurred by any Agent, any Lender or any Lender. The agreements in this Section 12.2(a) shall survive the termination Related Party of any of the Commitments and repayment of all foregoing Persons in enforcing any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other ObligationsLoan Documents by reason of such Default or Event of Default (including in connection with the inspection of the books and records of any Loan Party, the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Security Documents) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

Expenses; Indemnity. (a) The Borrower Each party to this Agreement agrees (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs its own fees and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent modification or other modification waiver of the provisions hereof terms thereof; provided, however, that the Parent Borrower agrees to (a) pay all reasonable and thereof (whether or not the transactions contemplated hereby or thereby are consummated), documented out-of-pocket expenses of each Agent and the consummation Arrangers in connection with (i) the preparation, execution and administration delivery of this Agreement and each other Loan Document, whenever the transactions contemplated hereby same shall be executed and therebydelivered, including without limitation the reasonable and documented out-of-pocket syndication (including, without limitation, all out-of-pocket syndication CUSIP fees for registration with the Standard & Poor’s CUSIP Service Bureau) and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the reasonable and documented fees and expenses disbursements of a single law firm one counsel representing the Administrative Agent and the Syndication Agenta single local counsel in any applicable foreign jurisdiction) and (ii) to pay or reimburse where applicable, the Administrative Agent preparation, execution and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation delivery of any rights waiver, amendment or remedies under consent by the Agents, the Arrangers, the Issuing Lenders or the Lenders relating to this Agreement or the any other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceedingDocument, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs limitation reasonable and expenses shall include all search, filing, recording, title insurance and appraisal charges and documented fees and taxes related theretodisbursements of counsel representing the Agents and the Lenders, (b) pay all reasonable and other documented out-of-pocket expenses of the Agents, the Arrangers, each Issuing Lender and each Lender actually incurred by in connection with the Administrative Agent enforcement of any rights and remedies of the Agents, the Arrangers, the Issuing Lenders and the cost of independent public accountants Lenders under the Credit Facilities, including, to the extent reasonable under the circumstances, consulting with accountants, attorneys and other outside experts retained Persons concerning the nature, scope or value of any right or remedy of the Agents, the Arrangers, any Issuing Lender or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons and (c) pay any civil penalty or fine assessed by OFAC against, and all reasonable and documented costs and out-of-pocket expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any LenderLender as a result of conduct of any Credit Party that violates a sanction enforced by OFAC. The agreements Parent Borrower hereby indemnifies, exonerates and holds the Agents, the Arrangers, the Issuing Lenders and the Lenders, and each Related Party of any of the foregoing (each an “Indemnitee”) free and harmless from and against any and all losses, penalties, fines, liabilities, settlements, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements, reasonable consultants’ fees and settlement costs) (collectively, the “Indemnified Liabilities”) incurred by any Indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not such Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Credit Facilities, the Loans, the Letters of Credit, this Agreement or any other Loan Document or as a result of the breach of any of the Credit Parties’ obligations hereunder or arising from the use by others of Information or other materials obtained through internet, SyndTrak or other similar transmission systems in connection with the Credit Facilities, except for any such Indemnified Liabilities arising for the account of a particular Indemnitee by reason of such Indemnitee’s gross negligence or willful misconduct as determined by a final and nonappealable decision of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Parent Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Applicable Law. The parties hereto acknowledge and agree that, in the case of any claim, litigation, investigation or other proceeding to which the indemnity in this Section 12.2(a) 13.2 applies, such indemnity shall survive be effective whether or not such investigation, litigation or proceeding is brought by a third party, the termination of the Commitments and repayment of all the Parent Borrower or any other ObligationsCredit Party. This Section 13.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages or related liabilities or expenses arising from any non-Tax claim.

Expenses; Indemnity. (a) The Borrower agrees (i) Whether or not the transactions contemplated hereby are consummated, the Obligors hereby agree, on a joint and several basis, to pay or reimburse from time to time upon request: (i) the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of Xxxxxx Xxxxxxx & Xxxx LLP, New York counsel to the Administrative Agent, Xxxxxxx Xxxxx Xxxxxxx e Opice Advogados, Brazilian counsel to the Administrative Agent, NautaDutilh New York P.C., Dutch counsel to the Administrative Agent and of Xxxxxx Avocats, Luxembourg counsel to the Syndication Agent for all costs Administrative Agent, subject to any limitations with respect thereto agreed upon by the Obligors, and expenses incurred printing, reproduction, document production and delivery, communication, travel and due diligence costs, including those of any consultant employed in connection therewith) in connection with the developmentnegotiation, preparation, negotiation review, translation, execution and execution delivery of this Agreement and the other Loan Documents and any amendmentthe documents and instruments prepared in connection herewith or in anticipation hereof, waiver, consent or other modification (ii) the Administrative Agent for all of the provisions hereof its reasonable and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all documented out-of-pocket syndication costs and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to including the reasonable fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and legal counsel (ii) subject to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred limitations to be agreed by the Administrative Agent and the cost Obligors prior to the commencement of independent public accountants work by the external legal counsel)) in connection with the administration of this Agreement; (iii) the Administrative Agent and other outside experts retained each of the Lenders for all of their reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and expenses of legal counsel (subject to limitations to be agreed by the Administrative Agent Agent, the Lenders and the Obligors prior to the commencement of work by the external legal counsel)) in connection with the negotiation or preparation of any Lender. The agreements in this Section 12.2(a) shall survive the termination modification, amendment, supplement or waiver of any of the Commitments terms of this Agreement and repayment of all the other ObligationsLoan Documents (whether or not consummated); and (iv) for all of its out-of-pocket costs and expenses (including the fees and expenses of legal counsel) in connection with the protection of their respective rights under any of the Loan Documents or in connection with the Loans hereunder, in connection with any workout, restructuring or negotiations in respect thereof and any enforcement or collection proceedings resulting from the occurrence of an Event of Default (whether through negotiations, legal proceedings or otherwise).

Expenses; Indemnity. (a) The Borrower agrees Loan Parties agree, jointly and severally, to pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, CGMI and its Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, 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 cost other Loan Documents or in connection with any amendments, modifications or waivers of independent public accountants and other outside experts retained the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Lead Arranger, the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Lead Arranger, the Issuing Bank or any Lender. The agreements ; provided, however, that the Loan Parties shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.21) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a participant pursuant to Section 10.04.

Expenses; Indemnity. (a) The Borrower agrees (i) to pay or reimburse all reasonable and documented out-of-pocket expenses (including all reasonable and documented legal fees payable to outside counsel for the Agents and the Lenders) incurred by the Lenders, the Administrative Agent and or the Syndication Calculation Agent for all costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution administration of this Agreement and the other Loan Documents and or in connection with any amendmentenforcement, waiveramendments, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are contemplated shall be consummated)) or incurred by any Lender, the Administrative Agent or the Calculation Agent in connection with the enforcement or protection of its rights in connection with this Agreement and the consummation other Loan Documents or in connection with the Loans made hereunder, including the reasonable and administration documented fees, charges and disbursements of counsel for the Lenders, the Administrative Agent and the Calculation Agent, and, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent, the Calculation Agent and Lenders; provided that if the relevant Funding Date fails to occur, the Borrower shall reimburse the Lenders for incurred and documented fees, charges and disbursements of its legal counsel. After (x) the occurrence of an Event of Default and (y) acceleration of the transactions contemplated hereby and therebyLoans, includingthe Borrower shall pay, without limitationon demand, all each Lender’s or its Affiliates’ reasonable out-of-pocket syndication and due diligence expenses and all Attorney Costs costs, charges, losses (provided that but excluding any market losses), fees, expenses, taxes or duties of any kind (including, for these purposes, a reduction in rebate received by such Attorney Costs shall be limited to the fees and expenses Lender in respect of a single law firm representing the Administrative Agent and the Syndication Agentits own borrowing of securities) and in connection with its (i) Loan or (ii) to pay acquisition, establishment, re-establishment, substitution, maintenance, unwinding or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcementdisposition of, or preservation of any rights realization or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect recovery of the Obligations and during proceeds of, or any legal proceedingpart thereof, including any proceeding under any Debtor Relief Lawtransaction(s), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by position(s) or asset(s) that such Lender deems necessary (in its sole discretion) to hedge the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination market risk of the Commitments and repayment Collateral, with respect to each hedge entered into after the occurrence of all the other Obligationsan Event of Default that has not been waived or deemed not to occur pursuant to Section 10.9, in each case regardless of whether such funding is obtained from third parties, an Affiliate of such Lender or such Lender’s internal sources.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) to pay or reimburse all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent Agents and the Syndication Agent for all costs and expenses incurred Joint Lead Arrangers in connection with the development, preparation, negotiation and execution preparation of this Agreement and the other Loan Documents Documents, or by the Agents and Joint Lead Arrangers in connection with the syndication of the Revolver Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrowers and the reasonable out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for such persons, taken as a whole) or in connection with the administration of this Agreement and any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agentconsummated) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agents or Joint Lead Arrangers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the cost other Loan Documents, in connection with the Revolver Loans made or the Letters of independent public accountants Credit issued hereunder (including the reasonable out-of-pocket fees, charges and other outside experts retained by disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp, counsel for the Administrative Agent Agents and the Joint Lead Arrangers, and, if necessary (x) the reasonable out-of-pocket fees, charges and disbursements of one (1) local counsel per relevant material jurisdiction and (y) in the case of an actual or any Lenderpotential conflict of interest, the reasonable out-of-pocket fees, charges and disbursements of one (1) additional counsel to all affected persons, taken as a whole). The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligations.151

Expenses; Indemnity. (a) The Borrower agrees shall pay (i) to pay or reimburse the Administrative all reasonable and documented out-of-pocket expenses incurred by Agent and Agent’s Affiliates (including the Syndication Agent reasonable fees, charges and disbursements of counsel for all costs and expenses incurred Agent), in connection with the developmentsyndication of the credit facilities provided for herein, the preparation, negotiation negotiation, execution, delivery and execution administration of this Agreement and the other Loan Documents and or any amendmentamendments, waiver, consent modifications or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are shall be consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by Issuing Bank in connection with the Administrative Agent 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 Agent, any Lender or Issuing Bank (including the fees, charges and disbursements of any counsel for Agent, any Lender or Issuing Bank) in connection with the enforcement or protection of its rights (A) under or related to this Agreement and the cost other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of independent public accountants Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit (all such out-of-pocket expenses, fees, charges and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 12.2(a) shall survive the termination of the Commitments and repayment of all the other Obligationsdisbursements are referred to herein collectively, as “Expenses”).

Expenses; Indemnity. (a1) The Borrower agrees (i) If the Transactions are consummated and the Closing Date occurs, the Borrowers agree to pay or reimburse the Administrative Agent all reasonable, documented and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arrangers, Syndication Agent and Syndication Agent in connection with the cost preparation of independent public accountants this Agreement and the other outside experts retained Loan Documents, or by the Administrative Agent (and, in the case of enforcement of this Agreement, each Lender) in connection with the syndication of the Term Facility, preparation, execution and delivery, amendment, modification, waiver or any Lender. The agreements enforcement of this Agreement (including expenses incurred in connection with due diligence (including third party expenses) and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrowers or provided for in this Section 12.2(aAgreement) shall survive or in connection with the termination administration of this Agreement and any amendments, modifications or waivers of the Commitments provisions hereof or thereof, including the reasonable, documented and repayment invoiced fees, charges and disbursements of all a single counsel for the other Obligations190 Administrative Agent, the Arrangers, Syndication Agent and Syndication Agent, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of any actual or perceived conflict of interest, where the indemnified person affected by such conflict informs the Borrowers of such conflict, one additional firm of counsel for the Administrative Agent, the Arrangers, Syndication Agent and Syndication Agent and, in the case of enforcement of this Agreement, the Lenders (in the aggregate). In relation to any Spanish Loan Party and any Loan Documents or Spanish Security Documents they incorporate or sign subject to the laws of Spain, the Borrowers and/or the corresponding Spanish Loan Party shall also pay the applicable pre-agreed notary public fees and registry fees whenever due. For the sake of clarity, notwithstanding the foregoing, as set out in Section 10.04(11), any taxes or costs (including, but not limited to, notarial or registry fees) arising from any transfer or assignment from the Lenders or Secured Parties shall be borne by the relevant Lender or Secured Party but not by the Loan Parties.

Expenses; Indemnity. (a) The Borrower Borrowers agrees (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and reasonable out-of-pocket expenses (including but not limited to reasonable out-of-pocket expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the development, Agents in connection with the syndication of the credit facilities provided for herein and the preparation, negotiation execution and execution delivery, and administration of this Agreement and the other Loan Documents and Documents, including one inventory appraisal firm (which shall be reasonably acceptable to the Lead Borrower) in connection with any amendmentInventory Appraisal, waiveror in connection with any amendments, consent modifications, enforcement costs, work-out costs, documentary taxes or other modification waivers of the provisions hereof and or thereof (whether or not the transactions contemplated hereby or thereby are contemplated shall be consummated)) or incurred by the Agents or any Lender in connection with the work-out, enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 5.16 of this Agreement) and the consummation other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and administration disbursements of the transactions contemplated hereby and therebyXxxxxx & Xxxxxxxxxx, includingLLP, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing counsel for the Administrative Agent and the Syndication Collateral Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred , and, in connection with the any such enforcement, attempted enforcementprotection, or preservation work-out, the fees, charges and disbursements of any rights or remedies under this Agreement or other counsel for the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent Agents or any Lender; provided that the Borrowers shall only be required to pay for one counsel for all the Lenders to the extent no conflict arises; provided, in the event the Borrowers 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 Borrowers 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 Borrowers’ rights with respect thereto). The agreements in this Section 12.2(a) Loan Parties shall survive not be obligated to reimburse the termination allocated costs of the Commitments and repayment of all the other Obligationsany overhead expenses.

Expenses; Indemnity. (a) The Borrower agrees Loan Parties jointly and severally agree to (promptly after receipt of a reasonably detailed invoice therefor) pay (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent Agents and the cost Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of independent public accountants Xxxxxx Xxxxxx & Xxxxxxx LLP, 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 outside experts retained Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent 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 Lead Arrangers, the Agents, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including its rights under this Section 9.05), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Lead Arrangers, the Agents, the Issuing Bank or any Lender. The agreements ; provided, however, that the Loan Parties shall not be obligated to pay for expenses incurred by a Lender in this connection with the assignment of Loans to an assignee Lender (except pursuant to Section 12.2(a2.20) shall survive or the termination sale of the Commitments and repayment of all the other ObligationsLoans to a Participant pursuant to Section 9.04.

Expenses; Indemnity. (a) The Borrower agrees (i) and Holdings agree, jointly and severally, to pay or reimburse the Administrative Agent and the Syndication Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all out-of-pocket syndication and due diligence expenses and all Attorney Costs (provided that such Attorney Costs shall be limited to the fees and expenses of a single law firm representing the Administrative Agent and the Syndication Agent) and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent and the cost Collateral Agent, and, xx xonnection with any such enforcement or protection, the fees, charges and disbursements of independent public accountants and any other outside experts retained by counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The agreements Borrower and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons (each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred 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 this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 primarily from the gross negligence or wilful misconduct of such Indemnitee. (c) To the extent that Holdings and the Borrower fail to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, 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, the Collateral Agent, the Syndication Agent, the Documentation Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender's "pro rata share" shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall 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 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 Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 12.2(a) 9.05 shall survive the termination remain operative and in full force and effect regardless of the Commitments and expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of all any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other ObligationsLoan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor. SECTION 9.06.