Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and 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) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower Company agrees to pay all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Deposit Bank in connection with the preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket Commitments (including expenses incurred by prior to the Administrative Agent and the Collateral Agent Restatement Effective Date in connection with the preparation, execution and delivery and administration of this Agreement due diligence and the other Loan Documents reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made hereunderor the Letters of Credit issued hereunder and of the Agents, of each Issuing Bank and Swingline Lender in connection with the Back-Stop Arrangements entered into by such Person, including the reasonable fees, charges and disbursements of one primary Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and Deposit Bank, and, in its good faith discretionconnection with any such enforcement or protection, one local the reasonable fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in each relevant jurisdiction to lieu of outside counsel) for the Agents, the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the any Issuing Bank or all Lenders (but no more than one such counsel for all Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees Borrowers jointly and severally agree to pay all reasonable out-of-pocket expenses reasonably incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Agents Issuing Bank in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent negotiation and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of, or any consents with respect to, any of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or reasonably incurred by the Joint Lead ArrangersAdministrative Agent, the Co-ManagersCollateral Agent or the Issuing Bank in connection with the administration of this Agreement or any other Loan Document (including, without limitation, in connection with any audit of the Borrowing Base) or reasonably incurred by the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the or any other Loan Documents Document or in connection with the Loans made hereunderor the Notes or Letters of Credit issued hereunder (excluding, including however, those costs and expenses arising from any proceeding solely between one or more Lenders to which neither Borrower is a party) including, but not limited to, the fees, charges reasonable fees and disbursements of one primary Cravath, Swaine & Moorx, xxecial counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agentand, in connection with such enforcement or protection, the Syndication Agentreasonable fees and disbursements of other counsel for any Lender, including allocated staff counsel costs. The Borrowers further jointly and severally agree to indemnify the Documentation Agent Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the Lenders, taken as a whole, execution and one special delivery of this Agreement or regulatory counsel any of the Notes or any of the other Loan Documents. The provisions of this Section 9.04 shall be in each relevant specialty), and, solely addition to and not in limitation of or substitution for NWS's obligations 117 112 with respect to fees and expenses contained in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction separate agreements between NWS and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeChemical Bank.

Expenses; Indemnity. (a) The Borrower agrees Borrowers and Holdings agree, severally and not jointly, to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, (i) of the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Syndication Agents and the Documentation Issuing Bank (including but not limited to reasonable and documented legal fees, disbursements and other charges of one primary outside counsel (absent a conflict of interest) and, in the case of a conflict of interest, where such conflicted party informs the Borrowers of such conflict and thereafter retains its own counsel, of another counsel for similarly situated affected persons), one special maritime counsel and one firm of local counsel in each relevant jurisdiction and reasonable and documented expenses of the Administrative Agent, the Collateral Agent, the Lead Arranger, the Syndication Agents in connection and the Issuing Bank associated with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent Credit Facilities and the Collateral Agent in connection with the preparation, execution and delivery and administration delivery, administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) 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 (ii) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentLead Arrangers, the Documentation Agent Syndication Agents, the Issuing Bank or any Lender (including but not limited to reasonable legal fees and the Lenders, taken as expenses of one primary outside counsel (absent a whole, and one special or regulatory counsel in each relevant specialty), conflict of interest) and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary where such conflicted party informs the Borrowers of such conflict and thereafter retains its own counsel, of another counsel (and, to the extent deemed reasonably necessary or advisable by the for similarly situated affected persons in their good faith discretionpersons), one special maritime counsel and one firm of local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) for workout proceedings, enforcement costs and documentary taxes associated with the Loan Documents, including with respect to the affected persons, taken as a wholeLoans made or Letters of Credit issued hereunder.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Arrangers, the Syndication Agent, the Issuers and the Lenders (including the reasonable fees, charges and disbursements of Weil, Gotshal & Xxxxxx LLP (counsel to the Arrangers), counsel to the Administrative Agent, and other reasonable local and special counsel to the Administrative Agent, the Collateral Agent Agent, the Arrangers, the Syndication Agent, the Issuers and the Lenders and charges of Intralinks) in connection with the preparation, execution syndication of the credit facilities provided for herein and delivery 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 and any transactions hereby or thereby contemplated shall be (whether or not such transactions are consummated) or including, without limitation, the Transactions. The Borrower also agrees to pay all documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentsAgent, the Documentation Agents 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 hereunderor 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 one primary Weil, Gotshal & Xxxxxx LLP and other reasonable local and special counsel for such Persons taken as a whole (and, including special workout counsel) to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the LendersArrangers, taken as a whole, and one special any Issuer or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeany Lender.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents their respective Affiliates, in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents or Documents, including the reasonable and documented out of pocket fees, charges and disbursements of counsel for the Administrative Agent (limited, in the case of legal fees and disbursements, to one primary external counsel of the Administrative Agent, and one local external counsel of the Administrative Agent in each relevant jurisdiction), 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 counsel in each jurisdiction where Collateral is located) and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or ). The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender and their respective Affiliates in connection with the enforcement or and protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made hereunder, including the reasonable fees, charges and disbursements of one primary counsel for such Persons taken as a whole the Agents or the Lenders (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local including external counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lendersreasonable and documented allocated costs of internal counsel for the Agents or any Lender); provided, taken as a wholethat, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential absent any conflict of interest, the Agents and Lenders shall not be entitled to indemnification for the fees, charges or disbursements of more than one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholejurisdiction.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, Agents in connection with the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents preparation of this Agreement and the Documentation other Loan Documents, or by the Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by Commitments or the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and 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 other Loan Documents reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of one primary Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for such Persons taken as a whole (the Agents and the Lead Arrangers and Xxxxxx & Xxxxx, LLP, special mining counsel for the Agents and Lenders, and, to in connection with any such enforcement or protection, the extent deemed reasonably necessary by reasonable fees, charges and disbursements of any other counsel, including the Administrative Agent in its good faith discretionreasonable fees, one local charges and disbursements of counsel in each relevant jurisdiction to for the Joint Agents, the Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and any Issuing Bank or any Lender (but no more than one special or regulatory outside counsel in each relevant specialtyfor any Lender), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and the Collateral Agent Lenders in connection with the preparation, execution and delivery 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 Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, Agent and the Documentation Agents or any Lender Lenders in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents Documents, including its rights under this Section 9.05, or in connection with the Loans made issued hereunder, the negotiation and implementation of the RSA and 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 fees, charges and disbursements of one primary counsel for such Persons taken as a whole (Wachtell, Lipton, Xxxxx & Xxxx, Xxxxxx Xxxxxxx Arsht & Xxxxxxx LLP, Macfarlanes LLP and De Brauw Blackstone Westbroek N.V., and the fees, charges and disbursements of the Lender Financial Advisor and, to in connection with any such enforcement or protection, the extent deemed reasonably necessary by the Administrative Agent in its good faith discretionfees, charges and disbursements of one local counsel in each relevant additional jurisdiction to the Joint Lead Arrangers(and any such additional counsel, the Co-Managersif necessary, as a result of actual or potential conflicts of interest) for the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees Loan Parties agree, jointly and severally, to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, each Collateral Agent and the Collateral Agent each Issuing Bank in connection with the preparation, execution syndication of the Credit Facilities and delivery 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 ); provided that, except as otherwise agreed in the First Lien Intercreditor Agreement, the Loan Parties shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction). The Loan Parties also agree to pay all documented and out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, (i) the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender Collateral Agent in connection with the enforcement or protection of its rights or the rights of the Lenders or the other Secured Parties 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 and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, 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 and (ii) the Lenders in connection with any formal legal action actually taken by, or at the request of, the Required Lenders, to enforce or protect their rights under the Credit Agreement or the other Loan Documents, limited, in the case of this clause (ii), to reasonable and documented fees, charges and disbursements of one primary firm of counsel for all such Persons taken as a whole (andLenders and the reasonable and documented fees, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, charges and disbursements of one local additional firm of counsel for all such Lenders in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholejurisdiction.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers, the Issuing Banks and the Swingline Lender, including the reasonable fees, charges and disbursements of Lxxxxx & Wxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent Agent, in connection with the preparation, execution syndication of the credit facilities provided for herein and delivery 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); provided that the Borrower shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction or special counsel, including special workout or regulatory counsel) or pursuant to its obligations under this sentence only. The Borrower also agrees to pay all documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agentsthe Arrangers, the Documentation Agents Issuing Banks 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 one primary Lxxxxx & Wxxxxxx LLP, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and the Collateral Agent, and, in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangersconnection with any such enforcement or protection, the Co-Managersfees, charges and disbursements of any other counsel (including special workout counsel) for the Administrative Agent, the Collateral Agent, the Syndication AgentArrangers, the Documentation Agent and the Lenders, taken as a whole, and one special Issuing Banks or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeany Lender.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent Agent, the Arranger, the Syndication Agent, the Documentation Agent, each Swing Line Lender and each Issuing Bank in connection with the syndication of the Credit Facilities and the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated), (ii) or all reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the Joint Lead Arrangersissuance, the Coamendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-Managers, of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Syndication Agentsany Issuing Bank, the Documentation Agents any 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 one primary Xxxxxxxxx & Xxxxxxxx LLP, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretionand the Collateral Agent, one an additional local counsel in each relevant jurisdiction to applicable jurisdiction, one specialist counsel for each applicable specialty and additional conflict counsel for each such affected Lenders or Agents or groups of affected Lenders or Agents, as applicable, in the Joint Lead Arrangersevent of any actual or perceived conflict of interest, and, in connection with any such enforcement or protection, the Co-Managersfees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Syndication Agentany Issuing Bank, the Documentation Agent and the Lenders, taken as a whole, and one special any Swing Line Lender or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeany Lender.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent 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 preparationsyndication of the credit facilities provided for herein, execution and delivery 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), (ii) or all reasonable out-of-pocket expenses incurred by the Joint 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 Co-ManagersArranger, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentLead Arranger, the Documentation Agent and Issuing Bank or any Lender; provided, however, that the Lenders, taken as Borrower shall not be obligated to pay for expenses incurred by a whole, and one special Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or regulatory counsel in each relevant specialty), and, solely in the case sale of Loans to a conflict of interest or a potential conflict of interest, one additional primary counsel (and, participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 9.04.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Loan Insurer, the Arranger and the Documentation Agents Sole Bookrunner in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery preparation and administration of this Agreement and the other Loan Credit 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 and shall pay all out-of pocket costs and expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agentsthe Loan Insurer, the Documentation Agents or Arranger, the Sole Bookrunner, the Issuing Bank and any Lender in connection with the enforcement or protection of its their respective rights in connection with this Agreement and the other Loan Credit Documents or in connection with the Loans made hereunderor the Letters of Credit issued, including in each case the fees, disbursements and other charges and disbursements of one primary Xxxxx Xxxxxxxxxx LLP, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and the Arranger, Xxxxx Peabody LLP, counsel for the Collateral Agent, and Xxxxxx & Xxxxxxx LLP, counsel for the Loan Insurer, and, in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangersconnection with any such enforcement or protection, the Co-Managersfees, disbursements and other charges of (i) if the Loan Insurer is at the time of the incurrence of such fees, disbursements and other charges the Controlling Party, a single special and a single Arkansas counsel for the Controlling Party and (ii) a single special and a single Arkansas counsel for the Administrative Agent, the Collateral Agent, the Syndication AgentSole Bookrunner, the Documentation Agent Issuing Bank and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers and the Joint Bookrunners in connection with the preparation of this Agreement and the other Loan Documents, or, with respect to the Administrative Agent and the 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) of the provisions hereof or thereof, including expenses incurred in connection with due diligence, the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers and the Joint Bookrunners, and the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents L/C Issuer in connection with the syndication issuance, amendment, renewal or extension of the Term Facility and, any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and 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) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 counsel for the 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 primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant per jurisdiction and one special or regulatory additional counsel in each relevant specialty) to for the affected persons, taken as a whole, to the extent of any actual or perceived conflict of interest).

Expenses; Indemnity. (a) The Borrower agrees Except with respect to Indemnified Taxes, Other Taxes and Excluded Taxes, which shall be governed exclusively by Section 2.8, Borrowers hereby agree to promptly pay (i) all reasonable out-of-pocket costs and expenses incurred by the Joint Lead Arrangersof Agent (including, without limitation, the Co-Managersfees, costs and expenses of counsel to, and independent appraisers and consultants retained by Agent subject to the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents limitations set forth herein) in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the Term Facility andtransactions contemplated by the Financing Documents, in connection with the performance by Agent of its rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (A) any amendments, modifications, consents and waivers to and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or at the request of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons); (ii) without limitation of the preceding clause (i), all reasonable out-of-pocket and documented costs and expenses incurred by the Administrative Agent and the Collateral of Agent in connection with the preparationcreation, execution perfection and delivery maintenance of Liens pursuant to the Financing Documents; (iii) without limitation of the preceding clause (i), all costs and administration expenses of this Agreement Agent in connection with (A) protecting, storing, insuring, handling, maintaining or selling any Collateral, (B) any litigation, dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against such person in its capacity or in fulfilling its role as Agent, arranger or any similar role hereunder) to the extent such disputes do not arise from any act or omission of any Credit Party or of any Affiliate of a Credit Party, and (C) any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all of the other Loan Documents or Financing Documents; (iv) without limitation of the preceding clause (i), all reasonable and documented costs and expenses of Agent in connection with Agent’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder; and (v) all costs and expenses incurred by Lenders in connection with any amendmentslitigation, modifications dispute, suit or waivers proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against such person in its capacity or in fulfilling its role as Agent, arranger or any similar role hereunder) to the extent such disputes do not arise from any act or omission of the provisions hereof any Credit Party or thereof (of any Affiliate of a Credit Party, and in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents, whether or not the transactions hereby Agent or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 the fees, charges and disbursements of one primary counsel for such Persons taken as Lenders are a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeparty thereto.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay (i) all reasonable documented out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Agents Co-Lead Arrangers in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents Documents, or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not thereof, including the transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangersreasonable fees, the Co-Managerscharges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, the Collateral AgentAgent and the Co-Lead Arrangers, Syndication Agentsand, if necessary, the Documentation reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of 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 Co-Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one primary local counsel for such Persons taken as a whole (per jurisdiction and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case event of a conflict of interest or a potential any conflict of interest, one such additional primary counsel (and, for each of the Lenders retained with the consent of the Company to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeof such conflict of interests).

Expenses; Indemnity. (a) The Borrower agrees to pay all (i) the reasonable out-of-pocket expenses incurred by fees, disbursements and other charges of counsel for the Joint Lead ArrangersAdministrative Agents, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Issuing Banks and the Documentation Agents Paying Agent incurred in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation 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 and (ii) all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Banks, the Paying Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made Advances or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges and disbursements of one primary Shearman & Sterling, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead ArrangersAgents, the Co-ManagersIssuing Banks and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other charges of any other counsel for the Administrative Agents, the Administrative AgentIssuing Banks, the Collateral AgentPaying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Syndication AgentIssuing Banks, the Documentation Paying Agent and the Lenders, taken as a wholeLenders from, and one special hold them harmless against, any documentary taxes, assessments or regulatory counsel in each relevant specialty), and, solely in similar charges made by any Governmental Authority by reason of the case execution and delivery of a conflict of interest this Agreement or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeany Note.

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Agents and Joint Lead ArrangersArrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Joint Lead Arrangers in connection with the syndication of the Term Facility and, all 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 expenses incurred by the Administrative Agent fees, disbursements and the charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral Agent is located for such persons, taken as a whole) or in connection with the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated) or and (ii) all reasonable out-of-pocket expenses incurred by the Agents or Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Arrangers or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Term Loans made hereunder, hereunder (including the reasonable out-of-pocket fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Agents and the Joint Lead Arrangers, and, if necessary (x) the reasonable out-of-pocket fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one 1) local counsel in each per relevant material jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely (y) in the case of a conflict of interest an actual or a potential conflict of interest, the reasonable out-of-pocket fees, charges and disbursements of one (1) additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the all affected persons, taken as a whole).

Expenses; Indemnity. (a) The Borrower Each Loan Party agrees to pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead ArrangersAdministrative Agent in connection with the preparation of this Agreement and the other Loan Documents, the Co-Managers, or by the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Agent in connection with the syndication of the Term Facility and, all reasonable out-of-pocket Commitments or the administration of this Agreement (including expenses incurred by in connection with due diligence), and initial and ongoing Collateral examination to the Administrative Agent 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 Agent is located) or in connection with the preparation, execution opening and delivery and maintaining of a Dominion Account or in connection with the 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 Transactions hereby or thereby contemplated shall be consummated) or incurred by ), including the Joint Lead Arrangersreasonable and documented fees, the Coout-Managersof-pocket charges and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Administrative Agent, and Otterbourg P.C., solely in its capacity as special intercreditor counsel for the Collateral Administrative Agent, Syndication Agentsand, if necessary, the Documentation Agents reasonable and documented fees, out-of-pocket charges and disbursements of one local counsel per jurisdiction, and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one (including any special and local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialtycounsel), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, each of the Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Administrative Agent, the Collateral Agent and the Collateral Agent Arrangers (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 preparationsyndication of the Loans and Commitments provided for herein, execution and delivery 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 contemplated hereby or thereby contemplated shall be consummated), (ii) or all reasonable out of pocket expenses incurred by each Issuer in connection with the Joint Lead issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by any of the Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 Loans made hereunderreasonable and documented fees, including charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, any of the Arrangers 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 primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent Arrangers and the Lenders, taken as a whole, and one special or regulatory Lenders (which counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable shall be designated by the affected persons in their good faith discretion, one Administrative Agent) (and any appropriate foreign and local counsel in each relevant jurisdiction applicable foreign and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholelocal jurisdictions).

Expenses; Indemnity. (a) The Borrower agrees 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 pay herein or amendments hereof or thereof, (ii) the cost of obtaining a private placement number for the Notes from Standard and Poor's Corporation, (iii) the fees, expenses and disbursements of you, your special counsel and other counsel retained by you or the Company in connection with the transactions contemplated hereby, including, without limitation, 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 compliance with the terms and conditions hereof and the other instruments mentioned herein, including, without limitation, insurance premiums, recording fees, filing fees, fees and expenses of engineers and other consultants and other costs related hereto and thereto, (vi) all expenses incurred by you in connection with the transactions contemplated hereby and in connection with the enforcement of any rights hereunder, including, without limitation, costs of collection and reasonable attorneys, fees and out-of-pocket expenses, (vii) the allocated costs and expenses incurred by the Joint Lead Arrangers, the Coof your in-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents house counsel in connection with the syndication 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 Term Facility andOperative Documents, all reasonable out-of-pocket expenses incurred (viii) the cost of any appraisal, insurance, survey, site assessment, environmental audit, opinion or certificate required by the Administrative Agent Operative Documents and the Collateral Agent in connection with the preparation, execution and 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 consummatedix) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 the fees, charges expenses and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent described in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholesection 28 hereof.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, Agent or the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Issuing Bank in connection with the preparation, execution and administration of this Amended Agreement and the other Loan Documents, the syndication or closing of the Term Facility, the administration of the Facility andor any amendment, modification or waiver of the provisions hereof or thereof and the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and 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) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its the rights in connection with of the Agent, the Issuing Bank and the Lenders under this Amended Agreement and the other Loan Documents or in connection with the Loans made made, the Notes issued hereunder or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of one primary (i) McGuireWoods LLP, counsel for such Persons taken as a whole the Agent, (andii) any third party consultants retained, with the consent of the Borrower, to assist the extent deemed reasonably necessary by the Administrative Agent in its good faith discretionanalyzing any healthcare, environmental, insurance, solvency-related and other due diligence issues and (iii) in connection with any such enforcement or protection (including any workout or restructuring or any negotiations relating thereto), any one local counsel in each relevant jurisdiction to for the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent Issuing Bank and the Lenders, taken as a whole, . Borrower agrees to pay all of the above fees and one special expenses regardless of whether or regulatory counsel in each relevant specialty), and, solely in not the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeFacility is closed.

Expenses; Indemnity. (a) The Borrower agrees Except with respect to Indemnified Taxes, Other Taxes and Excluded Taxes, which shall be governed exclusively by Section 2.8, Borrowers hereby agree to promptly pay (i) all reasonable and documented costs and expenses of Agent, including, without limitation, the fees, reasonable and documented costs and expenses of counsel to, and independent appraisers and consultants retained by Agent subject to the limitations set forth herein (but limited, in the case of legal fees and expenses, to the reasonable, documented and out-of-pocket fees, costs and expenses incurred by of one (1) primary external counsel to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and 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) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 the fees, charges and disbursements of one primary counsel for such Persons taken as a whole Lenders collectively (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretionnecessary, one (1) local external counsel to such Persons collectively in each relevant jurisdiction to the Joint Lead Arrangersjurisdiction, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or (1) regulatory counsel in each relevant specialty)counsel, and, solely in the case of a conflict of interest an actual or a potential perceived conflict of interest, one (1) additional primary counsel counsel)) retained by Agent), in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated by the Financing Documents, in connection with the performance by Agent of its rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (andA) any amendments, modifications, consents and waivers to and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or at the request of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons); (ii) without limitation of the preceding clause (i), all reasonable and documented costs and expenses of Agent in connection with (A) the creation, perfection and maintenance of Liens pursuant to the Financing Documents and (B) protecting, storing, insuring, handling, maintaining or selling any Collateral; (iii) without limitation of the preceding clause (i), all documented costs and expenses of Agent in connection with (A) any litigation, dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against such person in its capacity or in fulfilling its role as Agent, arranger or any similar role hereunder) to the extent deemed reasonably necessary such disputes do not arise from any act or advisable omission of any Credit Party or of any Affiliate of a Credit Party, and (B) any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all of the Financing Documents; (iv) without limitation of the preceding clause (i), all reasonable and documented costs and expenses of Agent in connection with Agent’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder; and (v) all documented costs and expenses incurred by the affected persons Lenders in their good faith discretionconnection with any litigation, one local counsel dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against such person in each relevant jurisdiction and one special its capacity or regulatory counsel in each relevant specialtyfulfilling its role as Agent, arranger or any similar role hereunder) to the affected personsextent such disputes do not arise from any act or omission of any Credit Party or of any Affiliate of a Credit Party, taken as and in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents, whether or not Agent or Lenders are a wholeparty thereto.

Expenses; Indemnity. (a) The Borrower If the transactions contemplated by this Agreement shall be consummated, the Company hereby agrees to pay on demand all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Investor in connection with such transactions hereunder, and in connection with any amendments or waivers (whether or not the syndication of the Term Facility and, same become effective) hereof or thereof and all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration any holder 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 Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender Security issued hereunder in connection with the enforcement of any rights hereunder, under any other Financing Agreement, under the Articles of the Company, or protection with respect to any Security, including without limitation (i) the cost and expenses (including the Investor's reasonable attorney's fees and expenses) of its negotiating, preparing, and duplicating this Agreement, each Financing Agreement, the Related Agreements and the Securities; (ii) the cost of delivering to each Investor's principal office, the Securities sold to the Investor hereunder and any Securities delivered to the Investor in exchange therefor or upon any exercise, conversion or substitution thereof; (iii) each Investor's reasonable expenses related to the business of the Company, including reasonable travel, food, and lodging expenses incurred to attend meetings related to the business of the Company and meetings of the Company's Board of Directors or expenses to exercise inspection rights provided in this Agreement; (iv) all taxes (other than taxes determined with respect to income), including any recording fees and filings fees and documentary stamp and similar taxes at any time payable in respect of this Agreement, any other Financing Agreement, the Related Agreements or the issuance of any of the Securities; and (v) the reasonable fees and disbursements of counsel for any holder of Restricted Securities in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder, including the fees, charges and disbursements of one primary all opinions rendered by such counsel for such Persons taken as a whole (and, pursuant to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 14 hereof.

Expenses; Indemnity. (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all reasonable their out-of-pocket costs and expenses incurred by in connection with the development, preparation, negotiation and execution and, with respect to the Administrative Agent only, administration, of this Agreement and any other Loan Document and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, including the reasonable legal fees and disbursements of counsel to the Administrative Agent, but excluding all other legal fees and disbursements, (ii) to pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all their costs and expenses incurred in connection with any amendment, supplement or modification to this Agreement and any other Loan Document and any other documents prepared in connection herewith, including the reasonable legal fees and disbursements of a single law firm serving as counsel to the Administrative Agent and the Joint Lead Arrangers, the Co-Managersbut excluding all other legal fees and disbursements, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (iii) to pay or reimburse all reasonable out-of-pocket expenses incurred by the Administrative Agent and any Lender, including the Collateral Agent in connection with the preparationfees, execution charges and delivery and administration disbursements 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 Joint Lead Arrangers, the Co-Managers, counsel for the Administrative AgentAgent and any such Lender, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents Agreement, including its rights under this Section 9.5, or in connection with the Loans made hereunder, including the feesall such out-of pocket expenses incurred during any workout, charges and disbursements restructuring or negotiations in respect of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeLoans.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents and by the Administrative Agent or Joint Lead Arrangers in connection with the syndication of the Commitments or Loans or the administration of this Agreement (including (i) expenses incurred in connection with due diligence and initial and ongoing Collateral examination (after the Closing Date, to the extent no Event of Default shall have occurred or be continuing, expenses referred to in this clause (i) shall be subject to the Borrower's reimbursement only with the Borrower's prior approval (such approval not to be unreasonably withheld)), (ii) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and (iii) the reasonable fees, charges and disbursements of one local counsel per jurisdiction where Collateral is located or a Subsidiary Loan Party is incorporated) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with Documents, the Loans made hereunder or the Letters of Credit issued hereunder, including the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees Loan Parties agree, jointly and severally, to pay pay, upon demand, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, the Syndication Agent, CGMI and its Affiliates, including the reasonable fees, charges and disbursements of 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 Loan Documents (including, for the avoidance of doubt, compliance with any local requirements as to creation, perfection or maintenance of security interests, including the Arizona Blind Trust Act) or in connection with any amendments, modifications or waivers, or proposed amendments, modifications or waivers, of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and the creation and perfection of the Liens on the Collateral, (ii) all out-of-pocket expenses incurred by any Issuing Bank or the LC Facility 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 Co-ManagersSyndication Agent, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and 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) or incurred by the Joint Lead ArrangersIssuing Banks, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents LC Facility Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, the Syndication Agent, the Documentation Agent and Issuing Banks, the LendersLC Facility Issuing Bank or any Lender; provided, taken as however, that the Loan Parties shall not be obligated to pay for expenses incurred by a whole, and one special Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or regulatory counsel in each relevant specialty), and, solely in the case sale of Loans to a conflict of interest or a potential conflict of interest, one additional primary counsel (and, participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 9.04.

Expenses; Indemnity. (a) The Borrower agrees Seller agrees, upon receipt of a written invoice, to pay all reasonable out-or cause to be paid, and to save each Principal and Agent harmless against liability for the payment of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses (including, without limitation, attorneys’, accountant’s and other third parties’ fees and expenses, any rating agency fees, any filing fees and expenses incurred by officers or employees of each Principal and Agent, but excluding salaries and similar overhead costs of each Principal and Agent which are incurred notwithstanding the Administrative execution and performance of this Agreement) incurred by or on behalf of any Principal and Agent and the Collateral Agent (i) in connection with the preparationnegotiation, execution and execution, delivery and administration preparation of this Agreement the Transaction Documents and the other Loan transactions contemplated by or undertaken pursuant to or in connection herewith or therewith (including, without limitation, the perfection or protection of the Eligible Mortgage Loans) and (ii) from time to time (a) relating to any requested amendments, waivers or consents under the Transaction Documents requested by Seller, (b) arising in connection with the Principals’ or Agent’s or their enforcement or preservation of their respective rights (including, without limitation, the perfection and protection of the Eligible Mortgage Loans) under the Transaction Documents, or (c) arising in connection with any amendmentsaudit, modifications dispute, disagreement, litigation or waivers of preparation for litigation involving the provisions hereof Transaction Documents, which audit, dispute, disagreement, litigation or thereof preparation for litigation directly results from Seller’s failure to comply with Seller’s obligations (whether as Seller or not Servicer) under the transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead ArrangersTransaction Documents (collectively, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty“Transaction Costs”), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent 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 preparationsyndication of the credit facilities provided for herein, execution and delivery 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), (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, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agentsthe Issuing Bank, the Documentation Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and (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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentJoint Lead Arrangers, the Documentation Agent and Issuing Bank or any Lender, provided, however, that the Lenders, taken as Borrower shall not be obligated to pay for expenses incurred by a whole, and one special Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or regulatory counsel in each relevant specialty), and, solely in the case sale of Loans to a conflict of interest or a potential conflict of interest, one additional primary counsel (and, participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 9.04.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead ArrangersAdministrative Agent in connection with the preparation of this Agreement and the other Loan Documents, the Co-Managers, or by the Administrative Agent, the Collateral Agent, the Agent or any Syndication Agents and the Documentation Agents Agent in connection with the syndication of the Term Facility andCommitments, all reasonable out-of-pocket expenses incurred or by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration of this Agreement and the other Loan Documents or (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 amendments, modifications or waivers of the provisions hereof or thereof (whether or not such amendment, waiver or modification is approved by the transactions hereby or thereby contemplated shall be consummatedapplicable Lenders), including the reasonable and documented fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Agents and the reasonable fees, charges and disbursements of one local counsel per applicable jurisdiction, and (ii) or all out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Banks, the Swingline Lender or any other Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of one primary a single counsel for all such Persons persons, taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a an actual or perceived conflict of interest or a potential where such person affected by such conflict informs the U.S. Borrower of interestsuch conflict and thereafter retains its own counsel with the U.S. Borrower’s prior written consent (not to be unreasonably withheld), one additional primary counsel (andthe reasonable and documented fees, to the extent deemed reasonably necessary or advisable by the charges and disbursements of another firm for such affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeperson).

Expenses; Indemnity. (a) The Borrower Company agrees to pay all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Deposit Bank in connection with the preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket Commitments (including expenses incurred by prior to the Administrative Agent and the Collateral Agent Effective Date in connection with the preparation, execution and delivery and administration of this Agreement due diligence and the other Loan Documents reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of one primary Cxxxxx Xxxxxx & Rxxxxxx llp, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and Deposit Bank, and, in its good faith discretionconnection with any such enforcement or protection, one local the reasonable fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in each relevant jurisdiction to lieu of outside counsel) for the Agents, the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the any Issuing Bank or all Lenders (but no more than one such counsel for all Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay all reasonable and documented out-of-pocket expenses incurred by the Joint Lead Arrangers, Agents in connection with the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents preparation of this Agreement and the Documentation other Loan Documents, or by the Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by Commitments or the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and 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 Company and the other Loan Documents reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made hereunderor the Letters of Credit issued hereunder and, including in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of one primary any other counsel (including the reasonable and documented expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP and of Xxxxxx & Xxxxxxx and the reasonable and documented allocated costs of internal counsel for such Persons taken as a whole (andthe Agents, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managersany Issuing Bank or any Lender); provided that, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential absent any conflict of interest, the Agents and the Joint Lead Arrangers shall not be entitled to indemnification for the fees, charges or disbursements of more than one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholejurisdiction.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative any Agent, NMS or the Collateral Agent, the Syndication Agents and the Documentation Agents Issuing Bank in connection with the preparation, execution and administration of this Amended Agreement and the other Loan Documents, the syndication or closing of the Term Revolving Credit Facility, the administration of the Revolving Credit Facility andor any amendment, modification or waiver of the provisions hereof or thereof and the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparationany Agent, execution and 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) or incurred by the Joint Lead ArrangersNMS, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its the rights in connection with of the Agents, the Issuing Bank and the Lenders under this Amended Agreement and the other Loan Documents or in connection with the Loans made made, the Notes issued hereunder or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of one primary (i) Fennebresque, Clark, Swinxxxx & Xay, counsel for such Persons taken as a whole (andthe Syndication Agent, and the allocated cost of in-house counsel to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, (ii) any third party consultants retained with the Collateral Borrower's consent, which consent will not be unreasonably withheld, to assist the Agents in analyzing any environmental, insurance, solvency-related and other due diligence issues and (iii) in connection with any such enforcement or protection (including any workout or restructuring or any negotiations relating thereto), any other counsel for any Agent, the Syndication Agent, Issuing Bank or any Lender (including the Documentation Agent allocated internal fees and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialtyexpenses of any in-house staff counsel), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent 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 preparationsyndication of the credit facilities provided for herein, execution and delivery 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), (ii) or all reasonable out-of-pocket expenses incurred by the Joint 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 Co-ManagersArranger, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral AgentAgents, the Syndication AgentLead Arranger, the Documentation Agent and Issuing Bank or any Lender; PROVIDED, HOWEVER, that the Lenders, taken as Borrower shall not be obligated to pay for expenses incurred by a whole, and one special Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or regulatory counsel in each relevant specialty), and, solely in the case sale of Loans to a conflict of interest or a potential conflict of interest, one additional primary counsel (and, participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 9.04.

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) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Agents and Joint Lead ArrangersArrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Joint Lead Arrangers in connection with the syndication of the Term Facility and, all 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 expenses incurred by the Administrative Agent fees, disbursements and the charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral Agent is located for such persons, taken as a whole) or in connection with the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated) or and (ii) all reasonable out-of-pocket expenses incurred by the Agents or Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Arrangers or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Revolver Loans made hereunder, or the Letters of Credit issued hereunder (including the reasonable out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Agents and the Joint Lead Arrangers, and, if necessary (x) the reasonable out-of-pocket fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one 1) local counsel in each per relevant material jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely (y) in the case of a conflict of interest an actual or a potential conflict of interest, the reasonable out-of-pocket fees, charges and disbursements of one (1) additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the all affected persons, taken as a whole.). 128

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Agents Arrangers, including the reasonable fees, charges and disbursements of Lxxxxx & Wxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent credit facilities provided for herein and the Collateral Agent in connection with the preparation, execution and delivery 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); provided that the Borrower shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction or special counsel, including special workout or regulatory counsel) or pursuant to its obligations under this sentence only. The Borrower also agrees to pay all documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentsAgent, the Documentation Agents 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 Term Loans made hereunder, including the fees, charges and disbursements of one primary Lxxxxx & Wxxxxxx LLP, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and the Collateral Agent, and, in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangersconnection with any such enforcement or protection, the Co-Managersfees, charges and disbursements of any other counsel (including special workout counsel) for the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special Arrangers or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeany Lender.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable documented out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Agents Co-Lead Arrangers in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents Documents, or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not thereof, including the transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangersreasonable fees, the Co-Managerscharges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, the Collateral AgentAgent and the Co-Lead Arrangers, Syndication Agentsand, if necessary, the Documentation reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of 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 Co-Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one primary local counsel per jurisdiction and such additional counsel for such Persons taken each of the Agents and Macquarie Capital (USA) Inc., in its capacity as a whole (andCo-Lead Arranger, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a any conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeinterests).

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand therefor (together with backup documentation supporting such request) (i) all reasonable and documented (in summary format) out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Lead Arranger and the FILO B Documentation Agent, in each case, in connection with the Syndication Agents preparation of this Agreement and the other Loan Documents, or by the Administrative Agent, Lead Arranger and the FILO B Documentation Agents Agent, in each case, in connection with the syndication of the Term Facility and, all 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 expenses incurred by fees, disbursements and charges for no more than one (1) outside counsel to the Administrative Agent and one (1) outside counsel the FILO B Documentation Agent, and, if necessary, one (1) local counsel to the Administrative Agent and (1) local counsel to the FILO B Documentation Agent, in each case, in each material jurisdiction where Collateral Agent is located) or in connection with the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated) or and (ii) all reasonable and documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, (A) the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Revolving Lender or any FILO A Lender or (B) by the FILO B Documentation Agent (on behalf of itself and the FILO B Lenders), in each case, in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or and in connection with the Loans made hereunderor the Letters of Credit issued hereunder (but limited, including in the case of legal fees and expenses, to 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 and one (1) outside counsel the FILO B Documentation Agent, and, if reasonably necessary (x) the reasonable and documented (in summary format) out-of-pocket fees, charges and disbursements of one primary (1) local counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, and one (1) local counsel in each relevant jurisdiction to the Joint Lead ArrangersFILO B Documentation Agent per relevant local jurisdiction and (y) in the case of an actual or potential conflict of interest, the Coreasonable and documented (in summary format) out-Managersof-pocket fees, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent charges and the Lendersdisbursements of one (1) additional counsel to all affected Persons, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Canadian Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Joint Lead Arrangers and their affiliates in connection with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or and any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Caxxxx Xxxxxx & Rexxxxx xlp, counsel for the Administrative Agent, and Osler, Hoxxxx & Harcourt LLP, special Canadian counsel to the Administrative Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of one primary other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Agents, any L/C Issuer or all Lenders (but no more than one such counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the all Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Except with respect to Indemnified Taxes, Other Taxes and Excluded Taxes, which shall be governed exclusively by Section 2.8, Borrower hereby agrees to promptly pay (i) all reasonable and documented fees, costs and expenses of Agent and the Lenders, including, without limitation, the fees, 112 reasonable and documented costs and expenses of counsel to, and consultants retained by Agent or the Lenders (but limited, in the case of legal fees and expenses, to the reasonable, documented and out-of-pocket fees, costs and expenses incurred by of one (1) primary external counsel to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and one (1) primary external counsel to the Collateral Agent in connection with the preparation, execution and 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) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 the fees, charges and disbursements of one primary counsel for such Persons taken as a whole Lenders collectively (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretionnecessary, one (1) local external counsel to such Persons collectively in each relevant jurisdiction to the Joint Lead Arrangersjurisdiction, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or (1) regulatory counsel in each relevant specialty)counsel, and, solely in the case of a conflict of interest an actual or a potential perceived conflict of interest, one (1) additional primary counsel counsel)), in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated by the Financing Documents, in connection with the performance by Agent or the Lenders of their rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (andA) any amendments, modifications, consents and waivers to and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or at the request of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons); (ii) without limitation of the preceding clause (i), all reasonable and documented costs and expenses of Agent in connection with (A) the creation, perfection and maintenance of Liens pursuant to the Financing Documents and (B) protecting, storing, insuring, handling, maintaining or selling any Collateral; (iii) without limitation of the preceding clause (i), all documented costs and expenses of Agent in connection with (A) any litigation, dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against the Agent in its capacity or in fulfilling its role as Agent hereunder) to the extent deemed reasonably necessary such disputes do not arise from any act or advisable omission of any Credit Party or of any Affiliate of a Credit Party, and (B) any workout, collection, bankruptcy, insolvency and other enforcement proceedings (including the indemnity set forth in Section 13.14(b)) under any and all of the Financing Documents; and (iv) without limitation of the preceding clause (i), all documented costs and expenses incurred by Xxxxxxx, including, without limitation, the affected persons fees, reasonable and documented costs and expenses of counsel to, and independent consultants retained by Agent or the Lenders, in their good faith discretionconnection with (x) any litigation, one local counsel dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against the Agent in each relevant jurisdiction and one special its capacity or regulatory counsel in each relevant specialtyfulfilling its role as Agent) to the affected personsextent such disputes do not arise from any act or omission of any Credit Party or of any Affiliate of a Credit Party, taken as and (y) in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents, whether or not Agent or Lenders are a wholeparty thereto.

Expenses; Indemnity. (a) The Each Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent 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 preparationsyndication of the credit facilities provided for herein, execution and delivery 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), (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 Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentJoint Lead Arrangers, the Documentation Agent and Issuing Bank or any Lender; provided, however, that the Lenders, taken as Borrowers shall not be obligated to pay for expenses incurred by a whole, and one special Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or regulatory counsel in each relevant specialty), and, solely in the case sale of Loans to a conflict of interest or a potential conflict of interest, one additional primary counsel (and, participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 9.04.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead ArrangersAdministrative Agent in connection with the preparation of this Agreement and the other Loan Documents, the Co-Managers, or by the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Agent in connection with the syndication of the Term Facility and, all reasonable out-of-pocket Commitments or the administration of this Agreement (including expenses incurred by in connection with due diligence and initial and ongoing Collateral examination to the Administrative Agent 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 Agent is located) or in connection with the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated) or incurred by ), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, the Joint Lead Arrangers, the Joint Additional Arrangers and the Co-ManagersArrangers and Xxxxx & Overy LLP, special U.K. counsel for the Administrative Agent, the Collateral Agent, Syndication AgentsJoint Lead Arrangers, the Documentation Agents Joint Additional Arrangers and the Co-Arrangers and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made hereunder, including the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one (including any special and local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialtycounsel), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Senior Managing Agents, the Fronting Bank, the Swingline Lender and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation 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 Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Senior Managing Agents, the Documentation Agents Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges and disbursements of one primary Cravath, Swaine & Moore, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Xxxxx and the Senior Managing Agents, and, in connection with any such enforcement or protection, the reasonable fees, disbursements and other charges of any other counsel (including allocated costs of internal counsel) for the Administrative Agent, the Syndication Senior Managing Agents, the Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent or any Lender. The Borrower further agrees to indemnify the Administrative Agent, the Documentation Senior Managing Agents, the Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent and the Lenders, taken as a wholeLenders from, and one special hold them harmless against, any documentary taxes, assessments or regulatory counsel in each relevant specialty), and, solely in similar charges made by any Governmental Authority by reason of the case execution and delivery of a conflict this Agreement or any of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeother Loan Documents.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent 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, execution and 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) or all reasonable documented out-of-pocket expenses incurred by each Issuing Bank in connection with the Joint Lead Arrangersissuance, the Coamendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-Managers, of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Syndication Agentsany Issuing Bank, the Documentation Agents 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 one primary Lxxxxx & Wxxxxxx LLP, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretionand the Collateral Agent, one an additional local counsel in each relevant jurisdiction to the Joint Lead Arrangersapplicable jurisdiction, the Co-Managersone specialist counsel for each applicable specialty and additional conflict counsel for each such affected Lenders or Agents or groups of affected Lenders or Agents, the Administrative Agentas applicable, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case event of a conflict of interest any actual or a potential perceived conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees and each Guarantor Holdings agree, jointly and severally, to pay all reasonable and documented (in summary form) out-of-pocket fees, costs, disbursements and expenses (i) incurred by the Joint Lead ArrangersAdministrative Agent (including (and limited, in the Co-Managerscase of counsel, to) all reasonable fees, costs, disbursements and expenses of the Administrative Agent’s outside counsel, K&S, and, to the extent necessary, one firm of local counsel engaged by the Administrative Agent in connection with the Loan Parties’ Chapter 11 Cases), the Collateral Agent, the Syndication Agents Moelis and the Documentation Agents Issuing Bank in connection with the syndication negotiations, preparation, execution and delivery of the Term Facility andLoan Documents, including, without limitation, all reasonable out-of-pocket expenses due diligence, transportation, computer, duplication, messenger, audit, insurance, appraisal, valuation and consultant costs and expenses, and all search, filing and recording fees, incurred or sustained by the Administrative Agent and the Collateral Agent its counsel and professional advisors in connection with the preparationDIP Facility, execution and delivery and administration of this Agreement and the other Loan Documents or in connection with any amendmentsthe transaction contemplated thereby, modifications or waivers the administration of the provisions hereof DIP Facility and any amendment or thereof waiver of any provision of the Loan Documents, (whether or not the transactions hereby or thereby contemplated shall be consummated) or (ii) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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, in each case, including the fees, charges and disbursements of one primary K&S, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and the Collateral Agent, and, in its good faith discretionconnection with any such enforcement or protection, the fees, charges and disbursements of one firm of local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, for the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent or any Lender and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeother professional advisors.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent in connection with Agent, the preparationSyndication Agent, execution the Co-Documentation Agents, the Joint Lead Arrangers, CGMI and delivery its Affiliates, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the Administrative Agent, ix xxxxxxxxxx witx xxx xyndication 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 (whether or not the transactions hereby or thereby contemplated shall be consummated), (ii) or all reasonable out-of-pocket expenses incurred by the Joint Lead ArrangersIssuing Bank in connection with the issuance, the Coamendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-Managers, of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Documentation Agents Joint Lead Arrangers, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agent and Agents, the LendersJoint Lead Arrangers, taken as the Issuing Bank or any Lender; provided, however, that the Borrower shall not be obligated to pay for expenses incurred by a whole, and one special Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or regulatory counsel in each relevant specialty), and, solely in the case sale of Loans to a conflict of interest or a potential conflict of interest, one additional primary counsel (and, participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 10.04.

Expenses; Indemnity. (a) The Borrower agrees Loan Agreement Parties agree, jointly and severally, to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent 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 preparationsyndication of the credit facilities provided for herein, execution and delivery the preparation and administration of this Agreement and the other Loan Documents or and 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 out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-ManagersArranger, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents any Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentLead Arranger, any Issuing Bank or any Lender; provided, however, that the Documentation Agent and Loan Parties shall not be obligated to pay for expenses incurred by a Lender in connection with the Lenders, taken as assignment of Advances to an assignee Lender (except pursuant to Section 2.23) or the sale of Advances to a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 10.04.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent, the Co-Documentation Agents, the Arrangers, the Issuing Bank, the Deposit Bank and the Documentation Agents Swingline Lender, including the reasonable fees, charges and disbursements of Lxxxxx & Wxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent credit facilities provided for herein and the Collateral Agent in connection with the preparation, execution and delivery 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); provided that the Borrower shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction or special counsel, including special workout or regulatory counsel) or pursuant to its obligations under this sentence only. The Borrower also agrees to pay all documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Documentation Agents Arrangers, the Issuing Bank, the Deposit Bank 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 or Credit-Linked Deposits made or Letters of Credit issued hereunder, including the fees, charges and disbursements of one primary Lxxxxx & Wxxxxxx LLP, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and the Collateral Agent, and, in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangersconnection with any such enforcement or protection, the Co-Managersfees, charges and disbursements of any other counsel (including special workout counsel) for the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and Arrangers, the LendersIssuing Bank, taken as a whole, and one special the Deposit Bank or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeany Lender.

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) all reasonable out-of-pocket and documented (in summary format) expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and Lead Arranger in connection with the Documentation preparation of this Agreement and the other Loan Documents, or by the Agents and Lead Arranger in connection with the syndication of the Term Facility 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 (in summary format) fees, disbursements and charges for no more than one (1) outside counsel and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the if necessary one (1) local counsel in each material jurisdiction where Collateral Agent is located for such Persons, taken as a whole) or in connection with the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated) or and (ii) all reasonable and documented (in summary format) expenses incurred by the Joint Agents or Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Arranger or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made hereunderor the Letters of Credit issued hereunder (but limited, including in the case of legal fees and expenses, to the actual reasonable and documented (in summary format) fees, charges and disbursements of Vxxxxx & Exxxxx, L.L.P., counsel for the Agents and the Lead Arranger, and, if reasonably necessary (x) the reasonable and documented (in summary format) fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one 1) local counsel per relevant local jurisdiction and (y) in each relevant jurisdiction to the Joint Lead Arrangerscase of an actual or potential conflict of interest, the Co-Managersreasonable and documented (in summary format) fees, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent charges and the Lendersdisbursements of one (1) additional counsel to all affected Persons, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Joint Lead Arrangers in connection with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made hereunder, including the reasonable fees, charges and disbursements of one primary Davis Polk & Wardwell, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to Agents and the Joint Lead ArrangersArrangxxx xxx Xxker & XxXxxzie, special German counsel to the Agents and the Joint Lexx Xxranxxxx, xxd, in connection with any such enforcement or protection, the Co-Managersreasonable fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Agents, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Joint Lead Arrangers or all Lenders (but no more than one such counsel for all Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, each of the Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp, counsel for the Administrative Agent, the Collateral Agent and the Collateral Agent Arrangers (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 preparationsyndication of the Loans and Commitments provided for herein, execution and delivery 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 contemplated hereby or thereby contemplated shall be consummated), (ii) or all reasonable out of pocket expenses incurred by each Issuer in connection with the Joint Lead issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by any of the Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 Loans made hereunderreasonable and documented fees, including charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, any of the Arrangers 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 primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent Arrangers and the Lenders, taken as a whole, and one special or regulatory Lenders (which counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable shall be designated by the affected persons in their good faith discretion, one Administrative Agent) (and any appropriate foreign and local counsel in each relevant jurisdiction applicable foreign and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholelocal jurisdictions).

Expenses; Indemnity. (a) The Borrower agrees Loan Parties agree, jointly and severally, to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent 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 preparationsyndication of the credit facilities provided for herein, execution and delivery 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), (ii) or all reasonable out-of-pocket expenses incurred by the Joint 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 Co-ManagersArranger, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentLead Arranger, the Documentation Agent and Issuing Bank or any Lender; provided, however, that the Lenders, taken as Loan Parties shall not be obligated to pay for expenses incurred by a whole, and one special Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.21) or regulatory counsel in each relevant specialty), and, solely in the case sale of Loans to a conflict of interest or a potential conflict of interest, one additional primary counsel (and, participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 10.04.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Agents Arranger in connection with the syndication of the Term Facility andcredit facilities provided for herein (including any assignment fees payable in connection with the initial syndication of the facility pursuant to an electronic settlement system) and the preparation (provided that such fees, all reasonable disbursements and other charges of Xxxxxx & Xxxxxxx LLP in connection with such preparation of this Agreement, the Second Lien Credit Agreement, the Loan Documents and the Second Lien Loan Documents, together with associated local counsel fees, title insurance, real estate costs, disbursements and out-of-pocket expenses incurred by shall not in the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery aggregate exceed $220,000) 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 Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentsAgent, the Documentation Agents Arranger 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 Term Loans made hereunder, including in each case the reasonable fees, disbursements and other charges and disbursements of one primary Xxxxxx & Xxxxxxx LLP, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and the Collateral Agent, and, in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangersconnection with any such enforcement or protection, the Co-Managersreasonable fees, disbursements and other charges of any counsel for the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special Arranger or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeany Lender.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay all reasonable and documented out-of-pocket expenses incurred by the Agents, the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Managers and the Documentation Agents their respective Affiliates in connection with the preparation of this Agreement and the other Loan Documents, (i) the syndication of the Term Facility andCommitments, all reasonable out-of-pocket expenses incurred by (ii) the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration of this Agreement and the other Loan Documents or (including reasonable and documented out-of-pocket expenses incurred in connection with due diligence) and (iii) any amendments, modifications or waivers of the provisions hereof or thereof (including pursuant to any work-out or restructuring and whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or ). The Borrowers agree to pay all reasonable and documented out-of-pocket expenses incurred by the Agents, the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Managers their respective Affiliates or any each Lender in connection with the enforcement or and protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made hereunder, including the reasonable fees, charges and disbursements of one primary counsel for such Persons taken as a whole the Agents and the Joint Lead Arrangers and Co-Managers (andincluding external counsel and the reasonable and documented allocated costs of internal counsel for the Agents, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-ManagersManagers or any Lender); provided that, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential absent any conflict of interest, (x) the Administrative Agent and the Joint Lead Arrangers and Co-Managers shall not be entitled to indemnification for the fees, charges or disbursements of more than one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction jurisdiction, and (y) the Collateral Agent shall not be entitled to indemnification for the fees, charges or disbursements of more than one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholejurisdiction.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Agent in connection with the Syndication Agents preparation of this Agreement and the Documentation Agents other Loan Documents, or by the Administrative Agent in connection with the syndication of the Term Revolving Facility and, all reasonable out-of-pocket Commitments or the administration of this Agreement (including expenses incurred by in connection with due diligence), and initial and ongoing Collateral examination to the Administrative Agent 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 Agent is located) or in connection with the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated) consummated and whether or incurred by not any such amendment, modification or waiver is effective), including the reasonable and documented fees, out-of-pocket charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers, and Xxxxxxxx Xxxxxxx, Maine counsel for the CoAdministrative Agent and the Joint Lead Arrangers, and, if necessary, the reasonable and documented fees, out-Managersof-pocket charges and disbursements of one local counsel per jurisdiction, and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made hereunder, including the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one (including any special and local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialtycounsel), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay (i) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead ArrangersAdministrative Agent in connection with the preparation of this Agreement and the other Loan Documents, the Co-Managers, or by the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Agent in connection with the syndication of the Term Facility and, all Commitments or the administration of this Agreement (including reasonable out-of-pocket expenses incurred by in connection with due diligence, to the Administrative Agent 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 Agent is located or where any Canadian Loan Party is formed or incorporated) or in connection with the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated) or incurred by ), including the Joint Lead Arrangersreasonable fees, the Co-Managerscharges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and Norton Xxxx Xxxxxxxxx Canada LLP, counsel to the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction; (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentsthe Collateral Agent or the Joint Lead Arrangers for (A) the costs of appraisals, inspections and verifications of the Documentation Agents Collateral, including travel, lodging, and meals for inspections of the Collateral and the 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 reports thereof, (B) the costs and expenses of forwarding loan proceeds, collecting checks, and other 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) above 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 in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one (including any special and local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialtycounsel), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

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) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Agents and Joint Lead ArrangersArrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Joint Lead Arrangers in connection with the syndication of the Term Facility and, all 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 Lead Borrower and the reasonable out-of-pocket expenses incurred by the Administrative Agent fees, disbursements and the charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each relevant jurisdiction where Collateral Agent is located for such persons, taken as a whole) or in connection with the preparation, execution and 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 and (whether or not the transactions hereby or thereby contemplated shall be consummatedii) or all reasonable out-of-pocket expenses incurred by the Agents or Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Arrangers or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Revolver Loans made hereunder, or the Letters of Credit issued hereunder (including the reasonable out-of-pocket fees, charges and disbursements of counsel for the Agents and the Joint Lead Arrangers, and, if necessary the reasonable out-of-pocket fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one 1) local counsel in each per relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialtyjurisdiction), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees Except with respect to Indemnified Taxes, Other Taxes and Excluded Taxes, which shall be governed exclusively by Section 2.8, Credit Parties hereby agree to promptly pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Joint Lead Arrangersof Agent and Term Loan Servicer (including, the Co-Managerswithout limitation, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents all Legal Expenses) in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication (as applicable) of the transactions contemplated by the Financing Documents, in connection with the performance by Agent or Term Facility andLoan Servicer of its rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (A) any amendments, modifications, consents and waivers to and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or at the request of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons); (ii) without limitation of the preceding clause (i), all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral of Agent in connection with the preparationcreation, execution perfection and delivery maintenance of Liens pursuant to the Financing Documents other than disputes solely among Lenders and/or Agent (other than any claims against such Person in its capacity or in fulfilling its role as Agent, arranger or any similar role hereunder) to the extent such disputes do not arise from any act or omission of any Credit Party or of any Affiliate of a Credit Party; (iii) without limitation of the preceding clause (i), all reasonable and administration documented out-of-pocket costs and expenses of this Agreement Agent and/or Term Loan Servicer in connection with protecting, storing, insuring, handling, maintaining or selling any Collateral, (iv) without limitation of the preceding clause (i), all documented out-of-pocket costs and expenses of Agent and/or Term Loan Servicer in connection with (A) any litigation, dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders, Term Loan Servicer and/or Agent (other than any claims against such Person in its capacity or in fulfilling its role as Agent, Term Loan Servicer, arranger or any similar role hereunder) to the extent such disputes do not arise from any act or omission of any Credit Party or of any Affiliate of a Credit Party and (B) any workout, collection, bankruptcy, insolvency and other Loan Documents or enforcement proceedings under any and all of the Financing Documents; (v) without limitation of the preceding clause (i), all reasonable and documented out-of-pocket costs and expenses of Agent in connection with Agent’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder; and (vi) all costs and expenses incurred by Lenders in connection with any amendmentslitigation, modifications dispute, suit or waivers proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent and/or Term Loan Servicer (other than any claims against such Person in its capacity or in fulfilling its role as Agent, Term Loan Servicer, arranger or any similar role hereunder) to the extent such disputes do not arise from any act or omission of the provisions hereof any Credit Party or thereof (of any Affiliate of a Credit Party, and in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents, whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Term Loan Servicer 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 the fees, charges and disbursements of one primary counsel for such Persons taken as Lenders are a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeparty thereto.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead ArrangersAdministrative Agent in connection with the preparation of this Agreement and the other Loan Documents, the Co-Managers, or by the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Agent in connection with the syndication of the Term Facility andCommitments, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration of this Agreement and the other Loan Documents or (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 Collateral 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 amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby such amendment, waiver or thereby contemplated shall be consummated) or incurred modification is approved by the Joint Lead Arrangersapplicable Lenders), including the Co-Managersreasonable fees, charges and disbursements of Simpson, Thacher & Xxxxxxxx LLP and Xxxxxx Xxxx & Xxxx LLP, counsel for the Administrative Agent, the Collateral AgentAgent and the Joint Lead Arrangers, Syndication Agentsand the reasonable fees, charges and disbursements of one local counsel per applicable jurisdiction (and, in the Documentation case of an 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 firm for such affected person); and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of one primary a single counsel for all such Persons persons, taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a an 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 (or a potential conflict Hexion’s) prior written consent (not to be unreasonably withheld), of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the another firm for such affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeperson).

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Agents Arranger in connection with the syndication of the Term Facility andcredit facilities provided for herein (including any assignment fees payable in connection with the initial syndication of the facility pursuant to an electronic settlement system) and the preparation (provided that such fees, all reasonable disbursements and other charges of Xxxxxx & Xxxxxxx LLP in connection with such preparation of this Agreement, the First Lien Credit Agreement, the Loan Documents and the First Lien Loan Documents, together with associated local counsel fees, title insurance, real estate costs, disbursements and out-of-pocket expenses incurred by shall not in the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery aggregate exceed $220,000) 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 Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentsAgent, the Documentation Agents Arranger 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 Term Loans made hereunder, including in each case the reasonable fees, disbursements and other charges and disbursements of one primary Xxxxxx & Xxxxxxx LLP, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and the Collateral Agent, and, in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangersconnection with any such enforcement or protection, the Co-Managersreasonable fees, disbursements and other charges of any counsel for the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special Arranger or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeany Lender.

Expenses; Indemnity. (a) The Borrower agrees Except with respect to Indemnified Taxes, Other Taxes and Excluded Taxes, which shall be governed exclusively by Section 2.8, Borrowers hereby agree to promptly pay (i) all reasonable and documented costs and expenses of Agent, including, without limitation, the fees, reasonable and documented costs and expenses of counsel to, and independent appraisers and consultants retained by Agent subject to the limitations set forth herein (but limited, in the case of legal fees and expenses, to the reasonable, documented and out-of-pocket fees, costs and expenses incurred by of one (1) primary external counsel to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and 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) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 the fees, charges and disbursements of one primary counsel for such Persons taken as a whole Lenders collectively (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretionnecessary, one (1) local external counsel to such Persons collectively in each relevant jurisdiction to the Joint Lead Arrangersjurisdiction, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or (1) regulatory counsel in each relevant specialty)counsel, and, solely in the case of a conflict of interest an actual or a potential perceived conflict of interest, one (1) additional primary counsel counsel)) retained by Agent), in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated by the Financing Documents, in connection with the performance by Agent of its rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (andA) any amendments, modifications, consents and waivers to and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or at the request of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons); (ii) without limitation of the preceding clause (i), all reasonable and documented costs and expenses of Agent in connection with (A) the creation, perfection and maintenance of Liens pursuant to the Financing Documents and (B) protecting, storing, insuring, handling, maintaining or selling any Collateral; (iii) without limitation of the preceding clause (i), all documented costs and expenses of Agent in connection with (A) any litigation, dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against such person in its capacity or in fulfilling its role as Agent, arranger or any similar role hereunder) to the extent deemed reasonably necessary such disputes do not arise from any act or advisable omission of any Credit Party or of any Affiliate of a Credit Party, and (B) any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all of the Financing Documents; (iv) without limitation of the preceding clause (i), all reasonable and documented costs and expenses of Agent in connection with Agent’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder; and (v) all documented costs and expenses incurred by the affected persons Lenders in their good faith discretionconnection with (x) any litigation, one local counsel dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against such person in each relevant jurisdiction and one special its capacity or regulatory counsel in each relevant specialtyfulfilling its role as Agent, arranger or any similar role hereunder) to the affected personsextent such disputes do not arise from any act or omission of any Credit Party or of any Affiliate of a Credit Party, taken as and (y) in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents, whether or not Agent or Lenders are a wholeparty thereto.

Expenses; Indemnity. (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all reasonable their out-of-pocket costs and expenses incurred by in connection with the Joint Lead Arrangersdevelopment, preparation, negotiation and execution and, with respect to the Co-ManagersAdministrative Agent only, administration, of this Agreement and any other Loan Document and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, including the reasonable legal fees and disbursements of Xxxxxx Xxxxxxx Xxxxx, LLP, counsel to the Administrative Agent, but excluding all other legal fees and disbursements, (ii) to pay or reimburse the Collateral Agent, the Syndication Agents Administrative Agent and the Documentation Agents Joint Lead Arrangers for all their costs and expenses incurred in connection with any amendment, supplement or modification to this Agreement and any other Loan Document and any other documents prepared in connection herewith, including the syndication reasonable legal fees and disbursements of a single law firm serving as counsel to the Term Facility andAdministrative Agent, but excluding all reasonable other legal fees and disbursements, and (iii) to pay or reimburse all out-of-pocket expenses incurred by the Administrative Agent and any Lender, including the Collateral Agent in connection with the preparationfees, execution charges and delivery and administration disbursements 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 Joint Lead Arrangers, the Co-Managers, counsel for the Administrative AgentAgent and any such Lender, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents Agreement, including its rights under this Section 9.5, or in connection with the Loans made hereunder, including the feesall such out-of-pocket expenses incurred during any workout, charges and disbursements restructuring or negotiations in respect of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeLoans.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents and by the Administrative Agent or Joint Lead Arrangers in connection with the syndication of the Commitments or Loans or the administration of this Agreement (including (i) expenses incurred in connection with due diligence and initial and ongoing Collateral examination (after the Closing Date, to the extent no Event of Default shall have occurred or be continuing, expenses referred to in this clause (i) shall be subject to the Borrower’s reimbursement only with the Borrower’s prior approval (such approval not to be unreasonably withheld)), (ii) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and (iii) the reasonable fees, charges and disbursements of one local counsel per jurisdiction where Collateral is located or a Subsidiary Loan Party is incorporated) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with Documents, the Loans made hereunder or the Letters of Credit issued hereunder, including the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (i) all 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 Collateral Agent Arrangers, and local counsel, in connection with the preparationsyndication of the credit facilities provided for herein, execution and delivery 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), (ii) or all reasonable out-of-pocket expenses incurred by the Joint 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 Co-ManagersArranger, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentLead Arranger, the Documentation Agent and Issuing Bank or any Lender; provided, however, that the Lenders, taken as Borrower shall not be obligated to pay for expenses incurred by a whole, and one special Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or regulatory counsel in each relevant specialty), and, solely in the case sale of Loans to a conflict of interest or a potential conflict of interest, one additional primary counsel (and, Participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 10.04.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable documented out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Agents Co-Lead Arrangers in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents Documents, or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not thereof, including the transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangersreasonable fees, the Co-Managerscharges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Administrative Agent, the Collateral AgentAgent and the Co-Lead Arrangers, Syndication Agentsand, if necessary, the Documentation reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of 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 Co-Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one primary local counsel per jurisdiction and such additional counsel for such Persons taken as a whole (and, each of the Lenders to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a any conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeinterests).

Expenses; Indemnity. (a) The Borrower Each Euro Loan Party (jointly and severally to the extent legally permissible) agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Joint Lead ArrangersAgents and their respective Affiliates, including the Co-Managersreasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents any other U.S. and non-U.S. local counsel in connection with the syndication of the Term Facility andLoans and Commitments provided for herein, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery 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), (ii) all 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, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and (including their 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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (andthe Agents, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-ManagersIssuing Bank or any Lender; provided, however, that the Administrative Agent, Euro Loan Parties shall not be obligated to pay for expenses incurred by a Lender in connection with the Collateral Agent, assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or the Syndication Agent, the Documentation Agent and the Lenders, taken as sale of Loans to a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, Participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 10.04.

Expenses; Indemnity. (a) The Borrower Provided that, in accordance with Section 10.12, all payment obligations of the CP Issuer with respect to Commercial Paper, Loan Notes and LOC Disbursements attributable to Refunding Drawings are then satisfied or provided for, the CP Issuer agrees to pay all reasonable out-of-pocket expenses (including reasonable attorneys' fees and expenses) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Liquidity Agent in connection with the preparation, negotiation, execution and delivery and administration of this Agreement, the other Facilities Documents, the Purchase Agreement and any Subsidiary Purchase Agreement and the other Loan Documents documents delivered in connection herewith or therewith 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), and the reasonable out-of-pocket expenses (including reasonable attorneys' fees and expenses) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Liquidity Agent or any Lender Bank in connection with the enforcement or protection of its their rights in connection with this Agreement, the other Facilities Documents, the Purchase Agreement and the other Loan Documents any Subsidiary Purchase Agreement or in connection with the Loans made or the Loan Notes issued hereunder, including including, but not limited to, reasonable out-of-pocket costs and expenses in connection with the fees, charges Liquidity Agent's optional annual field audits and disbursements the monitoring of one primary counsel for such Persons taken as a whole (and, assets. Subject to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead ArrangersSection 10.12, the Co-ManagersCP Issuer further agrees that it shall indemnify the Banks from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution, delivery or performance of this Agreement or any of the other Facilities Documents, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special Purchase Agreement or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeany Subsidiary Purchase Agreement.

Expenses; Indemnity. (a) The Borrower agrees If the Closing Date occurs, the Borrowers jointly and severally agree to pay all reasonable out-of-pocket expenses incurred by the Joint Lead ArrangersAdministrative Agent, the CoCollateral Agent and the Arrangers in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or, with respect to the Administrative Agent and the Collateral Agent, in connection with the syndication of commitments (including the obtaining and maintaining of CUSIP numbers for the Loans) or administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, including (i) in connection with post-Managersclosing searches to confirm that security filings and recordations have been properly made and including any costs and expenses of the service provider referred to in Section 8.03, (ii) all reasonable out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) expenses incurred in connection with due diligence, (iv) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Agents in connection with Arrangers, and the syndication reasonable fees, charges and disbursements of the Term Facility andone local counsel per jurisdiction, and (v) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Arrangers, Agents, the Collateral Agent L/C Issuer or any Lender in connection with the preparation, execution and delivery and administration enforcement 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 Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 counsel for the Agents and the Lenders; provided that legal fees pursuant to this Section 9.05(a) shall be limited to the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents and the Arrangers, and, if reasonably necessary or advisable, the reasonable fees, charges and disbursements of one primary local counsel per jurisdiction and one additional counsel for such Persons each group of affected persons, taken as a whole (andwhole, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction of any actual or perceived conflict of interest. The Borrowers jointly and severally agree to the Joint Lead Arrangers, the Co-Managers, indemnify the Administrative Agent, the Collateral Agent, the Syndication AgentArrangers, each L/C Issuer, each Lender, each of their respective Affiliates and each of their respective successors and assigns and their respective directors, partners, controlling persons, officers, employees, agents, trustees, advisors and members of the Documentation Agent and the Lenders, taken as a wholeforegoing (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 special or regulatory counsel to the Agents and their Related Parties and one local counsel to the Agents and their Related Parties in each relevant specialty), applicable jurisdiction and, solely in the case event of a conflict of interest an actual or a potential perceived conflict of interest, one additional primary counsel in each applicable material jurisdiction to the other Indemnitees) (andexcept 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 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, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by Parent or any of the Subsidiaries, Affiliates or equity holders; provided that such indemnity shall not, as to any Indemnitee, be available to the extent deemed reasonably necessary that such losses, claims, damages, liabilities or advisable related expenses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (1) the affected persons gross negligence, willful misconduct or bad faith of such Indemnitee, (2) a material breach of obligations by such Indemnitee or (3) any claim, litigation, investigation or proceeding that does not involve an act or omission of any Loan Party or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against the Administrative Agent, the Collateral Agent, any Arranger, any L/C Issuer, or any other agent in its capacity as such with respect to any of the Loan Documents or arising out of any act or omission on the part of the Borrowers or their good faith discretionSubsidiaries or Affiliates). Subject to and without limiting the generality of the foregoing sentence, the Borrowers jointly and severally agree 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 relevant applicable jurisdiction and and, solely in the event of an actual or perceived conflict of interest, one special or regulatory additional counsel in each relevant specialty) applicable material jurisdiction to the affected personsother Indemnitees) (except the allocated costs of in-house counsel), taken incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a wholeresult of (A) any claim or liability arising under Environmental Laws and related to Parent or any of the 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 non-appealable judgment to have resulted from (1) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties, (2) a material breach of Obligations by such Indemnitee or (3) any claim, litigation, investigation or proceeding that does not involve an act or omission of any Loan Party or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against the Administrative Agent, the Collateral Agent, any Arranger, any L/C Issuer, or any other agent in its capacity as such with respect to any of the Loan Documents or arising out of any act or omission on the part of the Borrowers or their Subsidiaries or Affiliates). None of the Indemnitees (or any of their respective Affiliates) shall be responsible or liable to the Parent, Holdings or any of the 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. None of the Parent, Holdings or any of the Subsidiaries, Affiliates or stockholders shall be responsible or liable to the Indemnitees (or any of their respective Affiliates) or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged by an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement (other than in respect of any such damages incurred or paid by an Indemnitee to a third party for which such Indemnitee is otherwise entitled to indemnification pursuant to this Section 9.05). 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 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 the Administrative Agent, the Collateral Agent, any Arranger, any L/C Issuer or any Lender. All amounts due under this Section 9.05 shall be payable within 30 days following written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Expenses; Indemnity. (a) The Borrower Issuer agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Paying Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Agents Purchasers (A) in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Note Documents; provided, however, that the Issuer shall not be required to pay, or be liable or responsible for, any fees, charges, expenses or any other amounts with respect to the preparation of this Agreement and the other Note Documents that, individually or in the aggregate, exceed $65,000; and (B) in connection with the administration of or any amendments, modifications or waivers of the provisions hereof of this Agreement or thereof the other Note Documents (whether or not the transactions hereby or thereby contemplated shall be consummated); and (ii) or all expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Paying Agent, the Collateral Agent, Syndication Agents, Agent or the Documentation Agents or any Lender Purchasers in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Note Documents or in connection with the Loans made purchase of the Notes hereunder, including (1) the fees, charges and disbursements of one primary Sidley Austin LLP as counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Paying Agent, the Collateral Agent and the Purchasers, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other expert or counsel for the Paying Agent, the Syndication AgentCollateral Agent or the Purchasers, (2) any expenses incurred to preserve the Documentation Agent and value of the LendersCollateral or the validity, taken as a wholeperfection, and one special rank or regulatory counsel in each relevant specialty)value of any lien granted under the Collateral Documents, and(3) the redemption, solely in collection, sale or other disposition of any Collateral, (4) the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable exercise by the affected persons in their good faith discretionCollateral Agent of any of its rights or powers under the Collateral Documents and (5) the amount of any taxes, one local counsel in each relevant jurisdiction and one special other than Excluded Taxes, that the Collateral Agent may have been required to pay by reason of the liens granted under the Collateral Documents or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholefree any Collateral from any other lien thereon.

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 Section 9.05(c), Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral AgentAgent and their respective Affiliates, the Syndication Agents and the Documentation Agents Required Lenders, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the Term Facility andcredit facilities provided for herein, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery preparation and administration of this Agreement and the other Loan Documents Documents, or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby contemplated 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 Borrowers’ obligations under Section 5.12 and the preparation, review and implementation of documentation required thereunder, the 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 expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the any other Loan Documents or Document, in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and including the fees, charges and disbursements of one (A) a single primary counsel for such Persons taken as a whole selected by the Required Lenders (andbut not other primary counsel to any Lender), to the extent deemed reasonably necessary (B) ArentFox Schiff LLP (or other primary counsel selected by the Administrative Agent in its good faith discretionand Collateral Agent), one counsel for the Administrative Agent and Collateral Agent, and (C) if necessary, a single local counsel in each relevant appropriate jurisdiction to the Joint Lead Arrangers, the Co-Managers, and (if appropriate) a single regulatory counsel for the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), whole (and, solely in the case of a an actual or perceived conflict of interest where the Administrative Agent or a potential Required Lenders affected by such conflict informs the Lux Borrower of interestsuch conflict and thereafter retains its own counsel, one additional primary counsel (and, to of another firm of such for the extent deemed reasonably necessary Administrative Agent or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeRequired Lenders).

Expenses; Indemnity. (a) 3. The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers, the Issuing Banks and the Swingline Lender, including the reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent Agent, in connection with the preparation, execution syndication of the credit facilities provided for herein and delivery 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); provided that the Borrower shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction or special counsel, including special workout or regulatory counsel) or pursuant to its obligations under this sentence only. The Borrower also agrees to pay all documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agentsthe Arrangers, the Documentation Agents Issuing Banks 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 one primary Xxxxxx & Xxxxxxx LLP, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and the Collateral Agent, and, in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangersconnection with any such enforcement or protection, the Co-Managersfees, charges and disbursements of any other counsel (including special workout counsel) for the Administrative Agent, the Collateral Agent, the Syndication AgentArrangers, the Documentation Agent and the Lenders, taken as a whole, and one special Issuing Banks or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeany Lender.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents and by the Administrative Agent or Joint Lead Arrangers in connection with the syndication of the Commitments or Loans or the administration of this Agreement (including (i) expenses incurred in connection with due diligence and initial and ongoing Collateral examination (after the Amendment Effective Date, to the extent no Event of Default shall have occurred or be continuing, expenses referred to in this clause (i) shall be subject to the Borrower's reimbursement only with the Borrower's prior approval (such approval not to be unreasonably withheld)), (ii) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and (iii) the reasonable fees, charges and disbursements of one local counsel per jurisdiction where Collateral is located or a Subsidiary Loan Party is incorporated) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with Documents, the Loans made hereunder or the Letters of Credit issued hereunder, including the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees Loan Parties jointly and severally agree to (promptly after receipt of a reasonably detailed invoice therefor) pay (i) all reasonable out-of-pocket expenses incurred by the Joint Agents and the Lead ArrangersArrangers and their Affiliates, including the Co-Managersreasonable fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp, counsel for the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility andcredit facilities provided for herein, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery 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), (ii) or all reasonable out-of-pocket expenses incurred by the Joint 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 Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 Loans made hereunder, including the reasonable fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-ManagersAgents, the Administrative AgentIssuing Bank or any Lender; provided, however, that the Collateral Agent, Loan Parties shall not be obligated to pay for expenses incurred by a Lender in connection with the Syndication Agent, assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or the Documentation Agent and the Lenders, taken as sale of Loans to a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, Participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 9.04.

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) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Agents and Joint Lead ArrangersArrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Joint Lead Arrangers in connection with the syndication of the Term Facility and, all 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 expenses incurred by the Administrative Agent fees, disbursements and the charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral Agent is located for such persons, taken as a whole) or in connection with the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated) or and (ii) all reasonable out-of-pocket expenses incurred by the Agents or Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Arrangers or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Revolver Loans made hereunder, or the Letters of Credit issued hereunder (including the reasonable out-of-pocket fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp, counsel for the Agents and the Joint Lead Arrangers, and, if necessary (x) the reasonable out-of-pocket fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one 1) local counsel in each per relevant material jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely (y) in the case of a conflict of interest an actual or a potential conflict of interest, the reasonable out-of-pocket fees, charges and disbursements of one (1) additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the all affected persons, taken as a whole.). 151

Expenses; Indemnity. (a) The Except with respect to Indemnified Taxes, Other Taxes and Excluded Taxes, which shall be governed exclusively by Section 2.8, Borrower hereby agrees to promptly pay (i) all reasonable and documented fees, costs and expenses of Agent and the Lenders, including, without limitation, the fees, reasonable and documented costs and expenses of counsel to, and consultants retained by Agent or the Lenders (but limited, in the case of legal fees and expenses, to the reasonable, documented and out-of-pocket fees, costs and expenses incurred by of one (1) primary external counsel to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and onetwo (12) primary external counselcounsels to the Collateral Agent in connection with the preparation, execution and 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) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 the fees, charges and disbursements of one primary counsel for such Persons taken as a whole Lenders collectively (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretionnecessary, one (1) local external counsel to such Persons collectively in each relevant jurisdiction to the Joint Lead Arrangersjurisdiction, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or (1) regulatory counsel in each relevant specialty)counsel, and, solely in the case of a conflict of interest an actual or a potential perceived conflict of interest, one (1) additional primary counsel counsel)), in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated by the Financing Documents, in connection with the performance by Agent or the Lenders of their rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (andA) any amendments, modifications, consents and waivers to and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or at the request of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons); (ii) without limitation of the preceding clause (i), all reasonable and documented costs and expenses of Agent in connection with (A) the creation, perfection and maintenance of Liens pursuant to the Financing Documents and (B) protecting, storing, insuring, handling, maintaining or selling any Collateral; (iii) without limitation of the preceding clause (i), all documented costs and expenses of Agent in connection with (A) any litigation, dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against the Agent in its capacity or in fulfilling its role as Agent hereunder) to the extent deemed reasonably necessary such disputes do not arise from any act or advisable omission of any Credit Party or of any Affiliate of a Credit Party, and (B) any workout, collection, bankruptcy, insolvency and other enforcement proceedings (including the indemnity set forth in Section 13.14(b)) under any and all of the Financing Documents; and (iv) without limitation of the preceding clause (i), all documented costs and expenses incurred by Xxxxxxx, including, without limitation, the affected persons fees, reasonable and documented costs and expenses of counsel to, and independent consultants retained by Agent or the Lenders, in their good faith discretionconnection with (x) any litigation, one local counsel dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against the Agent in each relevant jurisdiction and one special its capacity or regulatory counsel in each relevant specialtyfulfilling its role as Agent) to the affected personsextent such disputes do not arise from any act or omission of any Credit Party or of any Affiliate of a Credit Party, taken as and (y) in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents, whether or not Agent or Lenders are a wholeparty thereto.

Expenses; Indemnity. (a) The Borrower agrees Loan Parties agree, jointly and severally, to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, each Collateral Agent and the Collateral Agent each Issuing Bank in connection with the preparation, execution syndication of the Credit Facilities and delivery 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 [[5517420]] #93623000v7 consummated) or ); provided that, except as otherwise agreed in the First Lien Intercreditor Agreement, the Loan Parties shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction). The Loan Parties also agree to pay all documented and out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, (i) the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender Collateral Agent in connection with the enforcement or protection of its rights or the rights of the Lenders or the other Secured Parties 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 and documented fees, charges and disbursements of Cravath, Swaine & Mxxxx LLP, counsel for the Administrative Agent, 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 and (ii) the Lenders in connection with any formal legal action actually taken by, or at the request of, the Required Lenders, to enforce or protect their rights under the Credit Agreement or the other Loan Documents, limited, in the case of this clause (ii), to reasonable and documented fees, charges and disbursements of one primary firm of counsel for all such Persons taken as a whole (andLenders and the reasonable and documented fees, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, charges and disbursements of one local additional firm of counsel for all such Lenders in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholejurisdiction.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable documented out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Co-Lead Arrangers and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent each L/C Issuer in connection with the preparation, negotiation, syndication and execution of this Agreement, the other Loan Documents and delivery and the FF&E Intercreditor Agreement, or in connection with the 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 contemplated thereby contemplated shall be are consummated) or incurred by ), including the Joint reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Administrative Agent and the Co-Lead Arrangers, the Co-ManagersXxxxxxxx Xxxx LLP, the Administrative Agent, as counsel for the Collateral Agent, Syndication Agentsand, if necessary, the Documentation Agents 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 the reasonable fees, charges and disbursements of one primary local counsel per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents, any Lender or any L/C Issuer in connection with the enforcement of their rights in connection with this Agreement, the other Loan Documents and the FF&E Intercreditor Agreement, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of counsel for such Persons taken as a whole the Agents and the Lenders (and, limited to the extent deemed reasonably necessary by reasonable fees, charges and disbursements of one counsel for the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to and the Joint Co-Lead Arrangers, the Co-ManagersXxxxxxxx Xxxx LLP, the Administrative Agent, as counsel for the Collateral Agent, the Syndication Agentand, if necessary, the Documentation Agent reasonable fees, charges and the Lenders, taken as a whole, and disbursements of one special or regulatory local counsel in each relevant specialty), per jurisdiction and, solely in the case event of a conflict of interest or a potential conflict from and after an Event of interestDefault, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, similarly situated parties taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, severally and jointly, to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, (i) of the Administrative Agent, the Collateral AgentTrustee, the Lead Arrangers, the Syndication Agents and the Documentation Issuing Bank (including but not limited to reasonable and documented legal fees, disbursements and other charges of one primary outside counsel (absent a conflict of interest) and, in the case of a conflict of interest, where such conflicted party informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel for similarly situated affected persons), one special maritime counsel and one firm of local counsel in each relevant jurisdiction and reasonable and documented expenses of the Administrative Agent, the Collateral Trustee, the Lead Arrangers, the Syndication Agents in connection and the Issuing Bank associated with the syndication of the Term Revolving Credit Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration delivery, administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) 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 (ii) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral AgentTrustee, the Lead Arrangers, the Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement (including but not limited to reasonable legal fees and the other Loan Documents or in connection with the Loans made hereunder, including the fees, charges and disbursements expenses of one primary outside counsel for such Persons taken as (absent a whole (conflict of interest) and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary where such conflicted party informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel (and, to the extent deemed reasonably necessary or advisable by the for similarly situated affected persons in their good faith discretionpersons), one special maritime counsel and one firm of local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) for workout proceedings, enforcement costs and documentary taxes associated with the Loan Documents, including with respect to the affected persons, taken as a wholeLoans made or Letters of Credit issued hereunder.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to pay (or reimburse, as applicable) all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution syndication of the Term Facility and delivery 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 Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents 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 hereunderhereunder (including any documentary taxes), including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and including, in each case, the reasonable and documented fees, charges and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of one primary counsel each for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral AgentAgent or any Lender; provided that the Loan Parties shall not be responsible for such fees, the Syndication Agent, the Documentation Agent charges and the Lenders, taken as a whole, and disbursements of more than one special or regulatory separate law firm (in addition to one local counsel in each per relevant specialty), jurisdiction and, solely in the case of a reasonably perceived or actual conflict of interest or a potential where the Indemnitee affected by such conflict retains its own counsel, of interest, one additional primary another firm of counsel (and, to the extent deemed reasonably necessary or advisable by the for such affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeIndemnitee).

Expenses; Indemnity. (a) The Borrower agrees Borrowers and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Agents Arrangers in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent Commitments and Loans and the Collateral Agent in connection with the preparation, execution and delivery 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 Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents, Agent the Documentation Agents 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 one primary Shearman & Sterling LLP, as counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and the Collateral Agent and any other local or foreign counsel for the Administrative Agent or the Collateral Agent, and, in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangersconnection with any such enforcement or protection, the Co-Managersfees, charges and disbursements of any other counsel for 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 protection of the rights of the Administrative Agent, the Collateral Agent, the Arrangers, the Syndication Agent 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 9.05(a) shall be limited to one firm of counsel for the Arrangers, the Administrative Agent, the Documentation Syndication Agent and the Lenders, taken as a wholewhole and, and one special or regulatory if necessary, of a single local counsel in each relevant specialty), appropriate jurisdiction and, solely in the case of a an actual or perceived conflict of interest or a potential where the party affected by such conflict informs the Borrowers of interestsuch conflict and thereafter retains its own counsel for such affected party, one each such additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeretained counsel.

Expenses; Indemnity. (a) The Borrower agrees to pay -------------------- all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Senior Managing Agents, the Fronting Bank, the Swingline Lender and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation 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 Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Senior Managing Agents, the Documentation Agents Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges and disbursements of one primary Cravath, Swaine & Xxxxx, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent and the Senior Managing Agents, and, in connection with any such enforcement or protection, the reasonable fees, disbursements and other charges of any other counsel (including allocated costs of internal counsel) for the Administrative Agent, the Syndication Senior Managing Agents, the Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent or any Lender. The Borrower further agrees to indemnify the Administrative Agent, the Documentation Senior Managing Agents, the Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent and the Lenders, taken as a wholeLenders from, and one special hold them harmless against, any documentary taxes, assessments or regulatory counsel in each relevant specialty), and, solely in similar charges made by any Governmental Authority by reason of the case execution and delivery of a conflict this Agreement or any of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeother Loan Documents.

Expenses; Indemnity. The Borrower and each other Credit Party will (a) The Borrower agrees to pay all reasonable out-of-pocket and documented out‑of‑pocket expenses incurred by the Joint Lead Arrangers(including, the Co-Managerswithout limitation, all costs of electronic or internet distribution of any information hereunder) of the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with (i) the preparation, execution and execution, delivery and administration of this Agreement and the each other Loan Documents Document, whenever the same shall be executed and delivered, including, without limitation, all reasonable and documented out‑of‑pocket syndication and due diligence expenses and reasonable and documented out‑of‑pocket fees, disbursements and other charges of counsel for the Administrative 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 and documented out‑of‑pocket fees and disbursements of counsel for the Administrative Agent, (b) pay all reasonable and documented out‑of‑pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Administrative Agent and Lenders under the Credit Facilities, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, 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 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 without limitation the reasonable fees and disbursements of such Persons, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (including any Affiliate in its capacity as an arranger or bookrunner hereunder), 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 or civil penalties or fines assessed by OFAC), 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 any Extension 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, or any action taken or omitted to be taken by the Administrative Agent under 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 Joint Lead Arrangersforegoing including, the Co-Managerswithout limitation, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement reasonable attorney’s and the other Loan Documents or in connection with the Loans made hereunder, including the consultant’s fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, except to the extent deemed reasonably necessary that any of the foregoing are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the Administrative Agent in its good faith discretiongross negligence or willful misconduct of the party seeking indemnification therefor. This Section 13.3 shall not apply with respect to Taxes other than any Taxes that represent losses, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special claims or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.damages arising from any non‑Tax claim. CHAR2\1566724v8

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) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Agents and Joint Lead ArrangersArrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Joint Lead Arrangers in connection with the syndication of the Term Facility and, all 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 expenses incurred by the Administrative Agent fees, disbursements and the charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral Agent is located for such persons, taken as a whole) or in connection with the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated) or and (ii) all reasonable out-of-pocket expenses incurred by the Agents or Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Arrangers or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Revolver Loans made hereunder, or the Letters of Credit issued hereunder (including the reasonable out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Agents and the Joint Lead Arrangers, and, if necessary (x) the reasonable out-of-pocket fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one 1) local counsel in each per relevant material jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely (y) in the case of a conflict of interest an actual or a potential conflict of interest, the reasonable out-of-pocket fees, charges and disbursements of one (1) additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the all affected persons, taken as a whole).

Expenses; Indemnity. (a) The Borrower agrees to Borrowers shall pay all reasonable out-of-pocket expenses incurred by Expenses promptly upon request. For the Joint Lead Arrangersavoidance of doubt, and without limiting the foregoing, the Co-Managers, Borrowers shall pay (i) all Expenses of the Administrative AgentAgent and its Affiliates, including the Collateral Agentreasonable fees, charges and disbursements of one outside counsel for the Syndication Agents Administrative Agent and the Documentation Agents its Affiliates, in connection with the syndication of the Term Facility andnegotiation, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery preparation and administration of this Agreement and the other Loan Documents or in connection with and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated in this Agreement or thereby contemplated any other Loan Document or any amendment, modification or waiver thereof shall be consummated), including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and its Affiliates; (ii) all Expenses of the Administrative Agent and its Affiliates relating to administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; (iii) subject to the limits of Section 4.10, all Expenses of the Administrative Agent and its Affiliates related to any examination or appraisal that is in accordance with the terms of this Agreement with respect to any Loan Party or Collateral by the Administrative Agent’s personnel or a third party; and (iv) all Expenses (including the reasonable fees, charges and disbursements of one outside counsel) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including the feesall such Expenses incurred during any workout, charges and disbursements restructuring or negotiations in respect of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeLoans.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Joint Administrative Agent, any of the Lead Arrangers, the Co-ManagersCoordinating Bank or any of their respective affiliates in connection with the preparation, negotiation and execution of this Agreement and the other Loan Documents, or by the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Agent or any Lead Arrangers in connection with the syndication of the Term Facility andCommitments (including with respect to the Loans incurred on the Additional Closing Date), all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration of this Agreement and the other Loan Documents or (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 amendments, modifications or waivers of the provisions hereof or thereof (whether or not such amendment, waiver or modification is approved by the transactions hereby or thereby contemplated applicable 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 consummatedXxxxx Xxxx & Xxxxxxxx LLP), and the reasonable and documented out-of-pocket fees, charges and disbursements of one local counsel per applicable jurisdiction and one healthcare regulatory counsel, provided that, the attorney’s fees are subject to the applicable fee caps as agreed among the Sponsors and the Administrative Agent and (ii) or all out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or 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 primary local counsel for such Persons taken as a whole per applicable jurisdiction (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a an actual or perceived conflict of interest or a potential where such person affected by such conflict informs the Borrower of interestsuch conflict, one additional of another primary counsel (and, to the extent deemed reasonably necessary or advisable by the firm for such affected person and all similarly affected persons in their good faith discretion, one and another firm of local counsel in each relevant per applicable jurisdiction for such affected person and one special or regulatory counsel in each relevant specialty) to the all similarly affected persons, taken as a whole).

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent in connection with Agent, the preparationSyndication Agent, execution the Co-Documentation Agents, the Joint Lead Arrangers, CGMI and delivery 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 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) or all reasonable out-of-pocket expenses incurred by the Joint Lead ArrangersIssuing Bank in connection with the issuance, the Coamendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-Managers, of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Documentation Agents Joint Lead Arrangers, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agent and Agents, the LendersJoint Lead Arrangers, taken as the Issuing Bank or any Lender; provided, however, that the Borrower shall not be obligated to pay for expenses incurred by a whole, and one special Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or regulatory counsel in each relevant specialty), and, solely in the case sale of Loans to a conflict of interest or a potential conflict of interest, one additional primary counsel (and, participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 10.04.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead ArrangersAdministrative Agent in connection with the preparation of this Agreement and the other Loan Documents, the Co-Managers, or by the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Agent in connection with the syndication of the Term Facility andCommitments, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration of this Agreement and the other Loan Documents or (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 Collateral 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 amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby such amendment, waiver or thereby contemplated shall be consummated) or incurred modification is approved by the Joint Lead Arrangersapplicable Lenders), including the Co-Managersreasonable fees, charges and disbursements of Simpson, Thacher & Xxxxxxxx LLP, counsel for the Administrative Agent, the Collateral AgentAgent and the Joint Lead Arrangers, Syndication Agentsand the reasonable fees, charges and disbursements of one local counsel per applicable jurisdiction; and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Documentation Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of one primary a single counsel for all such Persons persons, taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a an actual or perceived conflict of interest or a potential where such person affected by such conflict informs Intermediate Holdings of interestsuch conflict and thereafter retains its own counsel with Intermediate Holdings’ prior written consent (not to be unreasonably withheld), one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the of another firm for such affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeperson).

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Senior Managing Agents, the Fronting Bank, the Swingline Lender and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation 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 Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Senior Managing Agents, the Documentation Agents Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges and disbursements of one primary Winston & Xxxxxx, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent and the Senior Managing Agents, and, in connection with any such enforcement or protection, the reasonable fees, disbursements and other charges of any other counsel (including allocated costs of internal counsel) for the Administrative Agent, the Syndication Senior Managing Agents, the Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent or any Lender. The Borrower further agrees to indemnify the Administrative Agent, the Documentation Senior Managing Agents, the Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent and the Lenders, taken as a wholeLenders from, and one special hold them harmless against, any documentary taxes, assessments or regulatory counsel in each relevant specialty), and, solely in similar charges made by any Governmental Authority by reason of the case execution and delivery of a conflict this Agreement or any of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeother Loan Documents.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agents, the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Arrangers and the Documentation Agents their respective Affiliates in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents or Documents, (i) the syndication of the Commitments, (ii) 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 counsel in each jurisdiction where Collateral is located) and (iii) any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or ). The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agents, the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents their respective Affiliates or any each Lender in connection with the enforcement or and protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of one primary counsel for such Persons taken as a whole the Agents and the Joint Lead Arrangers (andincluding external counsel and the reasonable and documented allocated costs of internal counsel for the Agents, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managerseach Issuing Bank or any Lender); provided, the Administrative Agentthat, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential absent any conflict of interest, the Agents and the Joint Lead Arrangers shall not be entitled to indemnification for the fees, charges or disbursements of more than one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholejurisdiction.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay (i) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead ArrangersAdministrative Agent in connection with the preparation of this Agreement and the other Loan Documents, the Co-Managers, or by the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Agent in connection with the syndication of the Term Facility and, all Commitments or the administration of this Agreement (including reasonable out-of-pocket expenses incurred by in connection with due diligence, to the Administrative Agent 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 Agent is located or where any Canadian Guarantor is formed or incorporated) or in connection with the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated) or incurred by ), including the Joint Lead Arrangersreasonable fees, the Co-Managerscharges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction; (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentsthe Collateral Agent or the Joint Lead Arrangers for (A) the costs of appraisals, inspections and verifications of the Documentation Agents Collateral, including travel, lodging, and meals for inspections of the Collateral and the 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 reports thereof, (B) the costs and expenses of forwarding loan proceeds, collecting checks, and other 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 in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one (including any special and local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialtycounsel), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the SoleJoint Lead ArrangerArrangers for all reasonable their out-of-pocket costs and expenses incurred by in connection with the Joint Lead Arrangersdevelopment, preparation, negotiation and execution and, with respect to the Co-ManagersAdministrative Agent only, administration, of this Agreement and any other Loan Document and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, including the reasonable legal fees and disbursements of Hunton Xxxxxxx Xxxxx LLP, counsel to the Administrative Agent, but excluding all other legal fees and disbursements, (ii) to pay or reimburse the Collateral Agent, the Syndication Agents Administrative Agent for all their costs and the Documentation Agents expenses incurred in connection with any amendment, supplement or modification to this Agreement and any other Loan Document and any other documents prepared in connection herewith, including the syndication reasonable legal fees and disbursements of a single law firm serving as counsel to the Term Facility andAdministrative Agent, but excluding all reasonable other legal fees and disbursements, and (iii) to pay or reimburse all out-of-pocket expenses incurred by the Administrative Agent and any Lender, including the Collateral Agent in connection with the preparationfees, execution charges and delivery and administration disbursements 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 Joint Lead Arrangers, the Co-Managers, counsel for the Administrative AgentAgent and any such Lender, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents Agreement, including its rights under this Section 9.5, or in connection with the Loans made hereunder, including the feesall such out-of-pocket expenses incurred during any workout, charges and disbursements restructuring or negotiations in respect of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeLoans.

Expenses; Indemnity. (ai) 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 Section 9.05(c), Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and their respective Affiliates and the Documentation Agents Lenders (in each case, subject to any applicable limitations set forth in the DIP Order) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the Term Facility andcredit facilities provided for herein, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery preparation and administration of this Agreement and the other Loan Documents Documents, or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers), the Co-ManagersChapter 11 Cases, including the reasonable fees, charges and disbursements of counsel for each of the Administrative Agent, the Collateral Agent, Syndication Agentsthe Ad Hoc First Lien Term Loan Group, the Documentation Ad Hoc Crossover Group and the Ad Hoc 2025 Noteholder Group, subject to the limitations set forth in the DIP Order and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the any other Loan Documents or Document, in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and including the fees, charges and disbursements of one (A) Gxxxxx, Dxxx & Cxxxxxxx LLP (or other primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary selected by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, Required Lenders) for the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory and, if necessary, a single local counsel in each relevant specialty)appropriate jurisdiction and (if appropriate) a single regulatory counsel for the Administrative Agent, the Collateral Agent and the Lenders, taken as a whole (and, solely in the case of a an actual or perceived conflict of interest where the Administrative Agent, the Collateral Agent or a potential Lender affected by such conflict informs the Lux Borrower of interestsuch conflict and thereafter retains its own counsel, one additional primary counsel (andof another firm of such for the Administrative Agent, to the extent deemed reasonably necessary Collateral Agent or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholesuch Lender).

Expenses; Indemnity. (a) The Borrower Each Euro Loan Party (jointly and -------------------- severally to the extent legally permissible) agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Joint Lead ArrangersAgents and the Syndication Agent and their respective Affiliates, including the Co-Managersreasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx, counsel for the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents any other U.S. and non-U.S. local counsel in connection with the syndication of the Term Facility andcredit facilities provided for herein, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery 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), (ii) all 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, the Co-ManagersAgents, the Administrative Syndication Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and (including their 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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (andthe Agents, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretionSyndication Agent, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-ManagersIssuing Bank or any Lender; provided, however, ------------------ that the Administrative Agent, Euro Loan Parties shall not be obligated to pay for expenses incurred by a Lender in connection with the Collateral Agent, assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or the Syndication Agent, the Documentation Agent and the Lenders, taken as sale of Loans to a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 10.04.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers, the Issuing Banks and the Swingline Lender, including the reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent Agent, in connection with the preparation, execution syndication of the credit facilities provided for herein and delivery 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); provided that the Borrower shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction or special counsel, including special workout or regulatory counsel) or pursuant to its obligations under this sentence only. The Borrower also agrees to pay all documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agentsthe Arrangers, the Documentation Agents Issuing Banks 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 one primary Xxxxxx & Xxxxxxx LLP, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and the Collateral Agent, and, in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangersconnection with any such enforcement or protection, the Co-Managersfees, charges and disbursements of any other counsel (including special workout counsel) for the Administrative Agent, the Collateral Agent, the Syndication AgentArrangers, the Documentation Agent and the Lenders, taken as a whole, and one special Issuing Banks or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeany Lender.

Expenses; Indemnity. (a%3) The Borrower agrees Loan Parties agree, jointly and severally, to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, each Collateral Agent and the Collateral Agent each Issuing Bank in connection with the preparation, execution syndication of the Credit Facilities and delivery 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 ); provided that, except as otherwise agreed in the First Lien Intercreditor Agreement, the Loan Parties shall not be responsible for the reasonable fees, charges and disbursements of more than one separate law firm (in addition to one local counsel per relevant jurisdiction). The Loan Parties also agree to pay all documented and out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, (%4) the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender Collateral Agent in connection with the enforcement or protection of its rights or the rights of the Lenders or the other Secured Parties 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 and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, 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 and (%4) the Lenders in connection with any formal legal action actually taken by, or at the request of, the Required Lenders, to enforce or protect their rights under the Credit Agreement or the other Loan Documents, limited, in the case of this clause (ii), to reasonable and documented fees, charges and disbursements of one primary firm of counsel for all such Persons taken as a whole (andLenders and the reasonable and documented fees, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, charges and disbursements of one local additional firm of counsel for all such Lenders in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholejurisdiction.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Agents Designated Lender in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents Documents, or by the Administrative Agent, the Collateral Agent or the Designated Lender in connection with 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 fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated), including the reasonable fees, charges and disbursements of Simpson, Thacher & Xxxxxxxx LLP, counsel for the Agents, and Xxxxxxx XxXxxxxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP, counsel for the Designed Lender, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction for the Agents and the Designated Lender as a group (and one additional Canadian counsel for the Designated Lender); and (ii) or all out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made hereunder, including the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, Designated Lender (including any special and one special or regulatory counsel in each relevant specialtylocal counsel), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Borrower Company agrees to pay all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents Agent and the Documentation Deposit Bank in connection with the preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket Commitments (including expenses incurred by prior to the Administrative Agent and the Collateral Agent Restatement Effective Date in connection with the preparation, execution and delivery and administration of this Agreement due diligence and the other Loan Documents reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made hereunderor the Letters of Credit issued hereunder and of the Agents, of each Issuing Bank and Swingline Lender in connection with the Back-Stop Arrangements entered into by such Person, including the reasonable fees, charges and disbursements of one primary Cahixx Xxxxxx & Xeinxxx XXX, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent and Deposit Bank, and, in its good faith discretionconnection with any such enforcement or protection, one local the reasonable fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in each relevant jurisdiction to lieu of outside counsel) for the Agents, the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the any Issuing Bank or all Lenders (but no more than one such counsel for all Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Each Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent Agent, CGMI and their Affiliates, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsex xxx xxx Xxxinixxxxxxxe Agent, in connection with the preparationsyndication of the credit facilities provided for herein, execution and delivery 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), (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 Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (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 the Loans made hereunderany such enforcement or protection, including the fees, charges and disbursements of one primary any other counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication AgentJoint Lead Arrangers, the Documentation Agent and Issuing Bank or any Lender; provided, however, that the Lenders, taken as Borrowers shall not be obligated to pay for expenses incurred by a whole, and one special Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or regulatory counsel in each relevant specialty), and, solely in the case sale of Loans to a conflict of interest or a potential conflict of interest, one additional primary counsel (and, participant pursuant to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a wholeSection 9.04.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay (i) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Joint Lead ArrangersAdministrative Agent in connection with the preparation of this Agreement and the other Loan Documents, the Co-Managers, or by the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents Agent in connection with the syndication of the Term Facility and, all Commitments or the administration of this Agreement (including reasonable out-of-pocket expenses incurred by in connection with due diligence, to the Administrative Agent 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 Agent is located or where any Loan Party is formed or incorporated) or in connection with the preparation, execution and 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 Transactions hereby or thereby contemplated shall be consummated) or incurred by ), including the Joint Lead Arrangersreasonable fees, the Co-Managerscharges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and Norton Xxxx Xxxxxxxxx LLP, counsel to the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction; (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Syndication Agentsthe Collateral Agent or the Joint Lead Arrangers for (A) the costs of appraisals, inspections and verifications of the Documentation Agents Collateral, including travel, lodging, and meals for inspections of the Collateral and the 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 reports thereof, (B) the costs and expenses of forwarding loan proceeds, collecting checks, and other 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; (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 in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of one primary counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one (including any special and local counsel in each relevant jurisdiction to the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialtycounsel), and, solely in the case of a conflict of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty) to the affected persons, taken as a whole.

Expenses; Indemnity. (a) The Canadian Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents in connection with the syndication of the Term Facility and, all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery and administration preparation of this Agreement and the other Loan Documents or the administration of this Agreement and by the Initial Lenders in connection with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Lead Arrangers, the Co-Managers, the Administrative Agent, the Collateral Agent, Syndication Agents, the Documentation Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of one primary Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for such Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction to and the Joint Lead Arrangers, the Co-Managersand Osler, Xxxxxx & Harcourt LLP, special Canadian counsel to the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Lenders, taken as a whole, and one special or regulatory counsel in each relevant specialty)Joint Lead Arrangers, and, solely in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of a conflict of interest or a potential conflict of interest, one additional primary any other counsel (and, including the reasonable allocated costs of internal counsel if a Lender elects to the extent deemed reasonably necessary or advisable by the affected persons in their good faith discretion, one local use internal counsel in each relevant jurisdiction and lieu of outside counsel) for the Agents, the Joint Lead Arrangers, any Issuing Bank or all Lenders (but no more than one special or regulatory such counsel in each relevant specialty) to the affected persons, taken as a wholefor all Lenders).