Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx & Xxxxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx Lxxxxx & XxxxxxxWxxxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable and documented out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Agent and the Issuing Bank its Affiliates in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, including any Inventory Appraisal, or by the Administrative Agent and its Affiliates in connection with the syndication of the Commitments or the administration of this Agreement or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes 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 Administrative Agent, the Collateral Agent and its Affiliates or any Lender in connection with the work-out enforcement or protection of its their rights in connection with with, or any workout or restructuring involving, this Agreement (including pursuant to Section 9.02 of 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 Xxxxxxxx & Xxxxxx & XxxxxxxLLP, special counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, charges and disbursements of any other counsel counsel; provided, that, absent any conflict of interest the Administrative Agent shall not be entitled to indemnification for the Administrative Agentfees, the Collateral Agent charges or any Lenderdisbursements of more than one counsel in each jurisdiction.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, to shall pay (i) all reasonable out-of-out of pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Lender, the Arrangers and their respective Affiliates (including the Issuing Bank reasonable fees, charges and disbursements of counsel thereof), in connection with the syndication of the credit facilities provided for herein and Credit Facilities, the preparation, execution and deliverynegotiation, execution, delivery and administration of this Agreement 105 and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated 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 Administrative Agent, the Collateral Agent or Agent, any Lender or the Issuing Bank (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank), in connection with the work-out enforcement or protection of its rights (A) in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including the feesall such out of pocket expenses incurred during any workout, charges and disbursements restructuring or negotiations in respect of Xxxxxx & Xxxxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement Loans or protection, or work-out, the fees, charges and disbursements Letters of any other counsel for the Administrative Agent, the Collateral Agent or any LenderCredit.

Expenses; Indemnity. (a) The Borrower and Holdings Parent agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender each Arranger and the each Issuing Bank in connection with the syndication of the credit facilities provided for herein Credit Facilities and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agent, any Arranger, any Issuing Bank or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx Cravath, Swaine & XxxxxxxXxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of one counsel in each relevant jurisdiction (and any other counsel such additional counsel, if necessary, as a result of actual or potential conflicts of interest) for the Administrative Agent, the Collateral Agent or any LenderAgent, the Arrangers, the Issuing Banks and the Lenders.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay (i) all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expensesOther Taxes) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including any Inventory Appraisalexpenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications, enforcement costs, work-out costs, documentary taxes 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 Xxxxx Xxxx & Xxxxxxxx, counsel for the Administrative Agent and the Co-Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) or all out of pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its their rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx & Xxxxxxx, counsel for the Administrative Agent (including any special and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lenderlocal counsel).

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay (i) all reasonable out-of-out of pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expensesOther Taxes) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including any Inventory Appraisalexpenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), including the reasonable fees, charges and disbursements of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) or all out of pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent any Joint Lead Arranger or any Lender in connection with the work-out enforcement or protection of its their rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx & Xxxxxxx, counsel for the Administrative Agent (including any special and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lenderlocal counsel).

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay (i) all reasonable out-of-out of pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expensesOther Taxes) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including any Inventory Appraisalexpenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), including the reasonable fees, charges and disbursements of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) or all out of pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent any Joint Lead Arranger or any Lender in connection with the work-out enforcement or protection of its their rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx & Xxxxxxx, counsel for the Administrative Agent (including any special and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lenderlocal counsel).

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Arrangers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein Credit Facilities and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes 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 Arrangers, the Administrative Agent, the Collateral Agent Agent, the Issuing Bank, the Swingline Lender or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges and disbursements of Xxxxxx Cravath, Swaine & XxxxxxxXxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, disbursements and other charges of one outside counsel and disbursements of one local counsel in any other counsel for jurisdiction as the Arrangers, the Administrative Agent, the Collateral Agent Agent, the Issuing Bank, the Swingline Lender or any LenderLender determine to be reasonably necessary.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, Issuing Bank and the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx Simpson Thacher & XxxxxxxBartlett LLP, counsel for the Administrative Agent and the Collateral Agent, andxxx, in connection with any xx xxxxxxxion xxxx xxy such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) Each Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by each of the Administrative Agent, the Collateral Agent, the Swingline Lender Administrative Agent and the Issuing Bank Lenders in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costswaivers, work-out costsextensions, documentary taxes renewals, renegotiations or waivers "workouts" of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Administrative Agent or any Lender of the Lenders in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 or any of this Agreement) and the other Loan Documents or in connection with the Loans made or the Notes or Letters of Credit issued hereunder, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the fees, charges reasonable fees and disbursements of Xxxxxx & Xxxxxxx, counsel for each of the Agent and the Administrative Agent and (without in any way limiting the Collateral Agentaudit fees payable by the Borrowers to the Administrative Agent under Section 6.08 hereof) ongoing field examination expenses and charges, and, in connection with any such enforcement or protection, or work-out, the fees, charges reasonable fees and disbursements of any other counsel for the Administrative AgentLenders. Each Borrower further indemnifies the Lenders from and agrees to hold them harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of the Collateral Agent execution and delivery of this Agreement or any Lenderthe Notes.

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral AgentAgents, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendmentsamendment, modificationsamendment and restatement, modification, enforcement costs, work-out costs, documentary taxes or waivers waiver of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agents or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx & XxxxxxxXxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agents or any Lender; provided that in the case of reimbursement of counsel for Agents, such reimbursement shall be limited to one counsel selected by the Administrative Agent for all such Agents.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay upon request all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Agent and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement (including in connection with the negotiation of any restructuring or "work out" (whether or not consummated) of the Obligations) or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx Cravath, Swaine & XxxxxxxXxxxx, counsel for the Administrative Agent and the Collateral Agent, Agent and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) Borrower The Guarantor and Holdings agree, jointly and severally, the Other Applicants agree to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Agent and the Issuing Bank Banks in connection with the syndication of the credit facilities provided for herein and the preparation, execution and deliveryexecution, delivery and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Facility Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent an Issuing Bank or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Facility Documents or in connection with the Loans made or Letters of Credit issued hereunder or the connection with collection of amounts and hereunder, including the reasonable fees, charges and disbursements of Xxxxxx & XxxxxxxCxxxxxx and Cxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement protection or protection, or work-outcollection, the fees, charges and disbursements of any other counsel or advisors for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, The Borrowers agree to pay all reasonable reasonable, actual, third party out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Arrangers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein Credit Facilities and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx Skadden, Arps, Slate Meagher & XxxxxxxFlom LLP and Osler, Hoskin & Harcourt LLP, as counsel for the Administrative xxx Xxminxxxxative Agent and the Collateral xxx Xxllateral Agent, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Agent and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and deliveryexecution, delivery and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendmentsamendments (or proposals thereof), modificationsmodifications (or proposals thereof), enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or ). The Borrower agrees to pay all reasonable out of pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Revolving Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) Each Borrower and Holdings each agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agents or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx & Xxxxxxx, LLP, counsel for the Administrative Agent and, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents, Xxxx & Hessen, LLP, counsel to the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel, including Xxxx & Hessen, LLP, counsel for the Administrative Collateral Agent, for the Collateral Agent Agents or any Lender.

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, The Borrowers agree to pay (i) all reasonable documented out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expensesOther Taxes) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Agent and the Issuing Bank Co-Lead Arrangers in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with the administration of this Agreement and any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunderthereof, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP and SNR Xxxxxx US LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or workas co-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent and the Co-Lead 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 Agents or any LenderLender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of counsel for the Agents and the Lenders (limited to 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 local counsel per jurisdiction).

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, each Lead Arranger and each Related Party of any of the Swingline Lender and the Issuing Bank foregoing Persons in connection with the syndication of the credit facilities provided for herein Credit Facility and the preparation, execution and deliveryexecution, delivery and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Credit Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agent, any Lender or any Lender of their respective Related Parties (and whether or not reasonable) in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Credit Documents or in connection with the Loans made hereunder or Letters in connection with any refinancing or restructuring of Credit issued hereunderthe credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings, including the fees, charges and disbursements of Xxxxxx Xxxxx Xxxx & XxxxxxxXxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or enforcement, protection, refinancing or work-outrestructuring, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agent, any Lender or any Lenderof their respective Related Parties.

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, The Borrowers agree to pay (i) all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expensesOther Taxes) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including any Inventory Appraisalexpenses 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, enforcement costs, work-out costs, documentary taxes 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 Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Arranger, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) or all out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its their rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx & Xxxxxxx, counsel for the Administrative Agent (including any special and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lenderlocal counsel).

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay (i) all reasonable out-of-out of pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expensesOther Taxes) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including any Inventory Appraisalexpenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), including the reasonable fees, charges and disbursements of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) or all out of pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent any Joint Lead Arranger or any Lender in connection with the work-out enforcement or protection of its their rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx & Xxxxxxx, counsel for the Administrative Agent (including any special and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements local counsel). Table of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.Contents

Expenses; Indemnity. (a1) Each Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by each of the Administrative Agent, the Collateral Agent, the Swingline Lender Administrative Agent and the Issuing Bank Lenders in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costswaivers, work-out costsextensions, documentary taxes renewals, renegotiations or waivers "workouts" of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Administrative Agent or any Lender of the Lenders in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 or any of this Agreement) and the other Loan Documents or in connection with the Loans made or the Notes or Letters of Credit issued hereunder, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the fees, charges reasonable fees and disbursements of Xxxxxx & Xxxxxxx, counsel for each of the Agent and the Administrative Agent and (without in any way limiting the Collateral Agentaudit fees payable by the Borrowers to the Administrative Agent under Section 6.08 hereof) ongoing field examination expenses and charges, and, in connection with any such enforcement or protection, or work-out, the fees, charges reasonable fees and disbursements of any other counsel for the Administrative AgentLenders. Each Borrower further indemnifies the Lenders from and agrees to hold them harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of the Collateral Agent execution and delivery of this Agreement or any Lenderthe Notes.

Expenses; Indemnity. (a) Each Borrower and Holdings agree, jointly and severally, agrees to pay (i) all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expensesOther Taxes) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including any Inventory Appraisalexpenses 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, enforcement costs, work-out costs, documentary taxes 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 Simpson, Thacher & Xxxxxxxx LLP, counsel for 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; and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent or any Lender in connection with the work-out enforcement or protection of its their rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx & Xxxxxxx, counsel for the Administrative Agent (including any special and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lenderlocal counsel).

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx Latham & XxxxxxxWatkins, counsel for the Administrative Agent and the Collateral AgentCollaxxxxx Agexx, andxxx, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Agent and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and deliveryexecution, delivery and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendmentsamendments (or proposals thereof), modificationsmodifications (or proposals thereof), enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or ). The Borrower agrees to pay all reasonable out of pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Revolving Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Sheppard, Mullin, Xxxxxxx & XxxxxxxHampton LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) The Borrower and Holdings the Guarantor agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Agent and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including consultants', auditors' and appraisers' fees and expenses and the fees, charges and disbursements of Xxxxxx Cravath, Swaine & XxxxxxxMoorx xxx Wachtell, counsel Lipton, Rosex & Xatz, xxunsel for the Administrative Agent and the Collateral Agent, and Alvaxxx & Xarshal, Inc., financial consultant to the Lenders, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, charges and disbursements of any other counsel counsel, appraisers and auditors for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) Each Borrower and Holdings each agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agents or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx Lxxxxx & XxxxxxxWxxxxxx, LLP, counsel for the Administrative Agent and, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents, Hxxx & Hessen, LLP, counsel to the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel, including Hxxx & Hessen, LLP, counsel for the Administrative Collateral Agent, for the Collateral Agent Agents or any Lender.

Expenses; Indemnity. (a) Borrower and Holdings The Loan Parties agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, Agent and the Collateral Agent or any Lender in connection with the work-out out, enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 5.15 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx & Xxxxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agents or any Lender.

Expenses; Indemnity. (a) Borrower and Holdings The Borrowers agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, Agent and the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, including any Inventory Appraisal, or by the Administrative Agent or the Collateral Agent in connection with the syndication of the Commitments or the administration of this Agreement or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its their rights in connection with this Agreement (including pursuant to Section 9.02 of 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, charges and disbursements of Xxxxxx Cravath, Swaine & XxxxxxxMoorx, counsel xxunsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, 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 lieu of outside counsel) for the Administrative Agent, the Collateral Agent Fronting Bank or any Lender (but no more than one such counsel for any Lender).

Expenses; Indemnity. (a) Borrower and Holdings The Loan Parties agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan 119 Documents, including any Inventory Appraisal, or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, Agent and the Collateral Agent or any Lender in connection with the work-out out, enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 5.15 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx & Xxxxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agents or any Lender.

Expenses; Indemnity. (a) Borrower Each of Parent and Holdings agreethe Company, -------------------- jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, Agent and the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx Cravath, Swaine & XxxxxxxXxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) Borrower The Borrowers and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative AgentAgents, the Collateral AgentAgents, the Issuing Bank and the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) ), or incurred by the Administrative AgentAgents, the Collateral Agent Agents, the Issuing Bank, the Swingline Lender or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunderhereunder (and, in the case of the Collateral Agents, in connection with the protection of such rights), including the reasonable and documented fees, charges and disbursements of Xxxxxx Cravath, Swaine & XxxxxxxXxxxx LLP, counsel for the Administrative Agent Agents and the Collateral AgentAgents, and, in connection with any such enforcement or protection, or work-out, the reasonable and documented fees, charges and disbursements of any other counsel for the Administrative AgentAgents, the Collateral Agent Agents, the Issuing Bank, the Swingline Lender or any Lender.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, Agent and the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein Credit Facilities and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender the Lenders signatory hereto in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Milbank, Tweed, Xxxxxx & XxxxxxxXxXxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lenderthe Lenders signatory hereto. Notwithstanding the foregoing, the out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents shall be limited as set forth in the Expense Reimbursement Letter.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay upon request all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Agent and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement (including in connection with the negotiation of any restructuring or "work out" (whether or not consummated) of the Obligations) or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx Cravath, Swaine & XxxxxxxXxxxx, counsel for the Administrative Agent and the Collateral Agent, local real estate counsel, if any, retained by the Collateral Agent in connection with the Mortgages and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral AgentAgents, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agents or any Lender in connection with the work-out out, enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 5.16 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx & Xxxxxxx, LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or enforcement, protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agents or any Lender.

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral AgentAgents, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendmentsamendment, modificationsamendment and restatement, modification, enforcement costs, work-out costs, documentary taxes or waivers waiver of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agents or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx & Xxxxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agents or any Lender; provided, that in the case of reimbursement of counsel for Agents, such reimbursement shall be limited to one counsel selected by the Administrative Agent for all such Agents.

Expenses; Indemnity. (a) Holdings and the Borrower and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket costs and expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and Syndication Agent, the Documentation Agent, the Arrangers, the Issuing Bank and the Swingline Lender in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agent, the Syndication Agent, the Documentation Agent, the Arrangers, the Issuing Bank or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 in each case the fees, disbursements and other charges and disbursements of Xxxxxx & XxxxxxxXxxxxxx LLP, counsel for the Administrative Agent Arrangers and the Collateral Administrative Agent, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, disbursements and other charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agent, the Syndication Agent, the Documentation Agent, the Arrangers, the Issuing Bank or any Lender.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay (i) all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by GSO and the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein and the preparation, execution and deliverynegotiation, execution, delivery and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) including the reasonable fees, charges and disbursements of Xxxxxx X. Xxxxx and Xxxxx Lord LLP, counsel to GSO, and Linklaters LLP, counsel for the Administrative Agent (and, if necessary, by a firm of local counsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest, one additional firm of counsel to the affected Lenders) or (ii) all out-of-pocket expenses incurred by GSO, the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx & Xxxxxxx, counsel for the Administrative Agent and the Collateral AgentDocuments, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for GSO, the Administrative Agent, the Collateral Agent or any Lender, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loans.

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, agrees to promptly pay all reasonable out-of-out of pocket costs and expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) (i) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and deliveryexecution, delivery and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents and the perfection and maintenance of the Liens securing the Collateral or in connection with any amendments, modificationsconsents, enforcement costs, work-out costs, documentary taxes 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 Administrative Agent, Agents or after the Collateral Agent or occurrence and during the continuation of an Event of Default any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx Xxxxxxxxx & XxxxxxxXxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and any auditors, accountants, consultants, appraisers or other advisors and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agents or any Lender.

Expenses; Indemnity. (a) Borrower and Holdings Borrowers agree, jointly and severally, to promptly pay all reasonable out-of-out of pocket costs and expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Agent and Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and deliveryexecution, delivery and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents and the perfection and maintenance of the Liens securing the Collateral or in connection with any amendments, modificationsconsents, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, Agents or after the Collateral Agent or occurrence and during the continuation of an Event of Default any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx Xxxxxx & XxxxxxxXxxxxxx llp, counsel for the Administrative Agent and the Collateral Agent, and any auditors, accountants, consultants, appraisers or other advisors and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agents or any Lender.

Expenses; Indemnity. (a) Each Borrower and Holdings agree, jointly and severally, severally agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Syndication Agent and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Syndication Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx (i) Cravath, Swaine & XxxxxxxXxxxx LLP, counsel for the Administrative Agent, (ii) Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Syndication Agent, (iii) one local counsel to the Administrative Agent per material jurisdiction deemed necessary by the Administrative Agent and (iv) if necessary, one special counsel to the Collateral AgentAdministrative Agent per regulatory regime, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Syndication Agent or any Lender.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Agent and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and deliveryexecution, delivery and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendmentsamendments (or proposals thereof), modificationsmodifica- tions (or proposals thereof), enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or ). The Borrower agrees to pay all reasonable out of pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP, counsel for the Joint Lead Arrangers, the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, xlviii. The Borrowers agree to pay 1. all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expensesOther Taxes) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including any Inventory Appraisalexpenses 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, enforcement costs, work-out costs, documentary taxes 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 Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and 2. all out-of-pocket expenses (including Other Taxes) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its their rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx & Xxxxxxx, counsel for the Administrative Agent (including any special and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lenderlocal counsel).

Expenses; Indemnity. (a) Each Borrower and Holdings agree, jointly and severally, severally agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Syndication Agent and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Syndication Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx (i) Cravath, Swaine & XxxxxxxMxxxx LLP, counsel for the Administrative Agent, (ii) Hxxxxx Hxxxxxx & Rxxx LLP, counsel for the Syndication Agent, (iii) one local counsel to the Administrative Agent per material jurisdiction deemed necessary by the Administrative Agent and (iv) if necessary, one special counsel to the Collateral AgentAdministrative Agent per regulatory regime, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Syndication Agent or any Lender.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, each Issuing Bank, each Lead Arranger and each Related Party of any of the Swingline Lender and the Issuing Bank foregoing Persons in connection with the syndication of the credit facilities provided for herein Credit Facilities and the preparation, execution and deliveryexecution, delivery and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Credit Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agent, any Issuing Bank, any Lender or any Lender of their respective Related Parties (and whether or not reasonable) in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Credit Documents or in connection with the Loans made or Letters of Credit issued hereunderhereunder or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings, including the fees, charges and disbursements of Xxxxxx Xxxxx Xxxx & XxxxxxxXxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or enforcement, protection, refinancing or work-outrestructuring, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agent, any Issuing Bank, any Lender or any Lenderof their respective Related Parties.

Expenses; Indemnity. (a) On and after the Initial Funding Date, the Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket costs and expenses (including but not limited to expenses whether incurred in connection with due diligence and travelprior to, courier, reproduction, printing and delivery expenseson or after the Initial Funding Date) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Agent and the Issuing Bank Arrangers, in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Arrangers or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including in each case the reasonable fees, disbursements and other out-of-pocket charges and disbursements of Xxxxxx Xxxxxxx Xxxxxxx & XxxxxxxXxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, disbursements and other out of pocket charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Arrangers or any LenderLender (limited to not more than one counsel per jurisdiction as designated by the Administrative Agent (and, one additional counsel in each relevant jurisdiction in the case of an actual or perceived conflict of interest among the Lenders)).

Expenses; Indemnity. (axxx) Each Borrower and Holdings agree, jointly and severally, severally agrees to promptly pay all reasonable and documented out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Syndication Agent and the each Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Syndication Agent, any Lender or any Lender Issuing Bank in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 (i) Xxxxxx Xxxxxxx & XxxxxxxXxxx LLP, counsel for the Administrative Agent and the Collateral Syndication Agent, (ii) one local counsel to the Administrative Agent per material jurisdiction deemed necessary by the Administrative Agent and (iii) if necessary, one special counsel to the Administrative Agent per regulatory regime, and, in connection with any such enforcement or protection, or work-out, the reasonable and documented fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Syndication Agent, any Lender or any LenderIssuing Bank.

Expenses; Indemnity. (a) Each Borrower and Holdings each agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agents or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx Latham & XxxxxxxWatkins, LLP, counsel for the Administrative Agent and, in xxxxxxtiox xxxx the 133 preparation, execution and delivery of this Agreement and the other Loan Documents, including the initial Inventory Appraisal, Hahn & Hessen, LLP, counsel to the Collateral Agent, and, in connection connectxxx with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel, including Hahn & Hessen, LLP, counsel for the Administrative Collateral Agent, for the Collateral Agent or Agents xx any Lender.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender each Arranger and the each Issuing Bank in connection with the syndication of the credit facilities provided for herein Credit Facilities and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby 118 contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agent, any Arranger, any Issuing Bank or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Winston & Xxxxxx & XxxxxxxLLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of one counsel in each relevant jurisdiction (and any other counsel such additional counsel, if necessary, as a result of actual or potential conflicts of interest) for the Administrative Agent, the Collateral Agent or any LenderAgent, the Arranger, the Issuing Banks and the Lenders.

Expenses; Indemnity. (a) On and after the Initial Funding Date, the Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket costs and expenses (including but not limited to expenses whether incurred in connection with due diligence and travelprior to, courier, reproduction, printing and delivery expenseson or after the Initial Funding Date) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender Agent and the Issuing Bank Arrangers, in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Arrangers or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including in each case the reasonable fees, disbursements and other out-of-pocket charges and disbursements of Xxxxxx Xxxxxxx Xxxxxxx & XxxxxxxXxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the reasonable fees, disbursements and other out of pocket charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Arrangers or any LenderLender (limited to not more than one counsel per jurisdiction as designated by the Administrative Agent).

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay (i) all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expensesOther Taxes) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank Agent in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including any Inventory Appraisalexpenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications, enforcement costs, work-out costs, documentary taxes 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 Shearman & Sterling LLP, counsel for the Administrative Agent and the Joint Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) or all out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its their rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx & Xxxxxxx, counsel for the Administrative Agent (including any special and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lenderlocal counsel).

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay upon request all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Arranger, the Administrative Agent, the Collateral Agent, each Issuing Bank and the Swingline Lender and the Issuing Bank their respective Affiliates in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agent, any Issuing Bank, the Swingline Lender or any Lender in connection with the work-out enforcement (including in connection with the negotiation of any restructuring or "work out" (whether or not consummated) of the Obligations) or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx Cravath, Swaine & XxxxxxxXxxxx, counsel for the Arranger, the Administrative Agent and the Collateral Agent, local counsel retained by the Collateral Agent in connection with the satisfaction of the Collateral and Guarantee Requirement and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agent, any Issuing Bank, the Swingline Lender or any Lender.

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, agrees to promptly pay all reasonable out-of-out of pocket costs and expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) (i) incurred by the Administrative Agent, the Agent and Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and deliveryexecution, delivery and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents and the perfection and maintenance of the Liens securing the Collateral or in connection with any amendments, modificationsconsents, enforcement costs, work-out costs, documentary taxes 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 Administrative Agent, Agents or after the Collateral Agent or occurrence and during the continuation of an Event of Default any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and any auditors, accountants, consultants, appraisers or other advisors and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agents or any Lender.

Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and severally, agrees to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) reasonably incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein Credit Facilities and the preparation, execution and delivery, preparation and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, Documents or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any Lender in connection with a Default (to the work-out extent the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender is the prevailing party), a workout or restructuring or the enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Xxxxxx Cravath, Swaine & XxxxxxxXxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral AgentAgents, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agents or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of 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 Xxxxxx & Xxxxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agents or any Lender; provided, that in the case of reimbursement of counsel for Agents, such reimbursement shall be limited to one counsel selected by the Administrative Agent for all such Agents.