Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. The U.S. Borrower agrees that it shall: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the preparation, execution, delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shall: (i) whether or not the transactions herein contemplated herein are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Administrative Agent Agents (including, without limitation, the reasonable documented fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx White & Xxxxxxxxx Case LLP, Xxxxxxxx Xxxxxxx Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and Xxxxxxx XxXxxxxx Stirling Scalesthe Joint Lead Arrangers and local counsel) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and in connection with its their respective syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each of the Administrative Agent and, following an Event of Default, Agents and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iiiii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Facility Agent or such Lender) to pay such taxes; and (iiiiv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Administrative Agent Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Administrative Agent Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or property at any time owned or operated by the U.S. Borrower or any of its SubsidiariesBorrower, the Release, generation, storage, transportation, handling handling, disposal or disposal Environmental Release of Hazardous Materials at any location, whether or not owned, leased owned or operated by the U.S. Borrower or any of its SubsidiariesBorrower, the non-compliance of any Real Property the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Propertythe Vessel or property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries Borrower or any Real Property owned, leased the Vessel or property at any time owned or operated by the U.S. Borrower or any of its SubsidiariesBorrower, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (or by reason of a failure by the Person to be indemnified to fund its Commitments as determined required by a court of competent jurisdiction in a final and non-appealable decision)this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Administrative Agent Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. (a) The U.S. Borrower agrees that it shallCredit Parties hereby jointly and severally agree to: (i) whether or not if the transactions contemplated herein are consummatedClosing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Administrative Agent Agents, the Joint Lead Arrangers and Issuing Banks (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxx Xxxxxx & Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxxxxx Canada LLP and, if reasonably necessary, one local counsel in any relevant jurisdiction and Xxxxxxx XxXxxxxx Stirling Scalesan additional counsel in the case of conflicts) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or theretothereto (whether or not effective), of the Administrative Agent Agents and the Joint Lead Arrangers in connection with its their syndication efforts with respect to this Agreement and, upon and of the occurrence and during the continuance of an Event of DefaultAgents, the reasonable costs Joint Lead Arrangers and expenses of each of the Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each or in connection with any refinancing or restructuring of the Lenders) (it being understood that credit arrangements provided under this Agreement in the provisions nature of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent))“work-out” or pursuant to any insolvency or bankruptcy proceedings; (ii) pay and hold each of the Lenders Agent, each Lender and each Issuing Bank harmless from and against any and all present and future stamp, excise and other similar taxes Other Taxes with respect to the foregoing matters and save each of the Lenders Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderAgent, such Lender or Joint Lead Arranger) to pay such taxesOther Taxes; and (iii) indemnify the Administrative Agent and each Agent, each Joint Lead Arranger, each Lender, each Issuing Bank and each of their respective Affiliates and branches, and the officers, directors, employees, representativesagents, affiliates and agents investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent any Agent, any Joint Lead Arranger or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property owned, leased or operated, at any time operated time, by the U.S. Lead Borrower or any of its Subsidiaries, Restricted Subsidiary; the Release, generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by the Lead Borrower or any Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Lead Borrower or any of its Holdings Subsidiaries, ; the non-compliance of by the Lead Borrower or any Real Property Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to any Real Property, ; or any Environmental Claim asserted against related in any way to the U.S. Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or at any time operated by the U.S. Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate or branch of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision)) or (iii) that do not involve or arise from an act or omission by the Lead Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent or any Joint Lead Arranger in its capacity as such or in its fulfilling such role) (collectively, the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent any Agent, any Joint Lead Arranger or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the negotiation, preparation, execution, execution and delivery and performance administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement and (B) of the Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for and each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. (a) The U.S. Borrower agrees that it shallCredit Parties hereby jointly and severally agree to: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable and documented out-of-pocket costs and expenses (A) of the Administrative Agent Agents and the Joint Lead Arrangers and Issuing Banks (includingwithout duplication) limited, without limitationin the case of legal fees, to the reasonable fees and disbursements of insurance independent consultants one primary counsel in each of the U.S., Canada, the U.K. and the Netherlands, and, if reasonably necessary, one local counsel retained by in any relevant jurisdiction and an additional counsel in the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scalescase of conflicts) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or theretothereto (whether or not effective), (B) of the Administrative Agent Agents and the Joint Lead Arrangers (without duplication) in connection with its their syndication efforts with respect to this Agreement andAgreement, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each (C) of the Lenders Agents in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each or in connection with any refinancing or restructuring of the Lenderscredit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings and (D) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent Agents in administering the Revolving Loans connection with Collateral monitoring, Collateral reviews and Appraisals and Field Examinations (which amounts are included limited, as set forth in a separate letter with the Administrative Agent)Section 8.15); and (ii) pay and hold indemnify each of the Lenders harmless from and against any and all present and future stampAgent, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and Joint Lead Arranger, each Lender, each Issuing Bank and each of their respective Affiliates and branches, and the officers, directors, employees, representativescontrolling persons, affiliates agents, advisors and agents other representatives of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations liabilities (including removal or remedial actionsEnvironmental Liabilities), losses, damages, penaltiesclaims and expenses to which any such Indemnified Person may become subject, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or in each case arising out of, of or in connection with (w) any way related toclaim, litigation, investigation or by reason ofproceeding relating to the Credit Documents, (ax) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of proceeds hereunder and any of the proceeds of any Revolving Loans hereunder or the consummation of any other transactions contemplated herein or in hereby and (y) to reimburse each such Indemnified Person upon demand for any reasonable and documented fees, disbursements and other Credit Document or the exercise charges of any counsel (limited to one firm of their rights or remedies provided herein or counsel for all Indemnified Persons (and, in the other Credit Documents, or (b) the case of an actual or alleged presence perceived conflict of Hazardous Materials in interest where the airIndemnified Person affected by such conflict has retained its own counsel, surface water or groundwater or on another firm of counsel for such affected Indemnified Person) and, to the surface or subsurface extent required, one firm of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, counsel in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants relevant jurisdiction for all Indemnified Persons) incurred in connection with investigating or defending any such investigationof the foregoing (collectively, litigation or other proceeding (but excluding the “Indemnified Liabilities”); provided that the foregoing indemnity will not, as to any Indemnified Person, apply to liabilities, losses, liabilitiesdamages, claims, damages or expenses claims and expense to the extent incurred by reason of that (x) such liability, loss, damage, claim or expense resulted from the gross negligence or negligence, willful misconduct or bad faith of the such Indemnified Person, any Affiliate or branch of such Indemnified Person to be indemnified (or any of their respective officers, directors, employees, controlling persons, agents, advisors and other representatives, as determined by a court of competent jurisdiction in a final and non-appealable decision)). To , (y) in the case of any claim, litigation, investigation or proceeding initiated by the Company or one of its Subsidiaries against any Agent, any Joint Lead Arranger, any Lender or any Issuing Bank, such liability, loss, damage, claim or expense resulted from a breach by such Agent, such Joint Lead Arranger, such Lender or Issuing Bank, as applicable, or its Affiliates or any of its or their respective officers, directors, employees, controlling persons, agents, advisors and other representatives of the obligations of such Agent, such Joint Lead Arranger, such Lender or such Issuing Bank, as applicable, hereunder as determined by a court of competent jurisdiction in a final and non-appealable decision or (z) such liability, loss, damage, claim or expense resulted from any claim, investigation, litigation or proceeding solely between and among Indemnified Persons and not arising from any act or omission by the Company or any of its Affiliates; provided that the Agents, the Joint Lead Arrangers and the Issuing Banks to the extent that fulfilling their respective roles as an Agent, Joint Lead Arranger or Issuing Bank hereunder and in their capacities as such, shall remain indemnified in such claim, investigation, litigation or proceeding to the undertaking to indemnify, pay or hold harmless extent the Administrative Agent or any Lender exception set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each clause (x) of the indemnified liabilities which is permissible under applicable lawimmediately preceding proviso does not apply to such Person at such time. Notwithstanding For the avoidance of doubt, this Section 12.01(a)(ii) shall not apply to any provision of this Agreement to the contraryTaxes other than Taxes that represent liabilities, no Lender shall have any liability to the Credit Parties for any punitive obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim.

Payment of Expenses, etc. The U.S. Borrower Company hereby agrees that it shallto: (ia) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (including Expenses) of the Administrative Agent and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants Xxxxxx Xxxxxx & Xxxxxxx LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx ’s other counsel and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the preparation, execution, delivery and performance administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, following after the occurrence and during the continuance of an Event of Default, counsel for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iib) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such taxes; and (iiic) indemnify the Administrative Agent, the Collateral Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bii) the actual presence, Release or alleged presence threatened Release of Hazardous Materials in the airMaterial on, surface water at, under or groundwater or on the surface or subsurface of from any Real Property at any time owned, leased or at any time operated by the U.S. Borrower Company or any of its Subsidiaries, the Release, generation, storage, treatment, transportation, handling or disposal Release of Hazardous Materials Material by the Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower Company or any of its Subsidiaries, the non-compliance by the Company or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to their respective operations or any Real Property, or any Environmental Claim asserted against the U.S. BorrowerCompany, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by the U.S. Borrower Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the bad faith, gross negligence or willful misconduct of the Person to be indemnified (each as determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall Company agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallBorrowers agree to: (i) whether or not the transactions Transaction herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (x) of the Administrative Agent Agents in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx Xxxxxx Xxxxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scaleslocal counsel to the Banks) with prior notice to the Borrowers of the engagement of any counsel and (y) of each of the Banks in connection with the preparation, execution, delivery and performance enforcement of this Agreement and the other Credit Documents (including in connection with any "work-out" or other restructuring of the Borrowers' Obligations or in connection with any bankruptcy, reorganization or similar proceeding with respect to any Credit Party or its Subsidiaries) and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each of the LendersBanks) (it being understood that with prior notice to the provisions of this clause (i) does not include the normal administrative charges Borrowers of the Administrative Agent in administering engagement of any counsel and the Revolving Loans (which amounts are included in a separate letter reasonable fees and expenses of any appraisers or any consultants or other advisors engaged with prior notice to the Administrative Agent))Borrowers of any such engagement with respect to environmental or other matters; (ii) pay all out-of-pocket costs and expenses (including reasonable attorneys' fees) of the Agents or in connection with the assignment or attempted assignment to any other Person of all or any portion of the Agents' interest under this Agreement pursuant to Section 11.04 incurred prior to 120 days following the Closing Date; (iii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iiiiv) indemnify the Administrative Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (including, judgmentswithout limitation, suitsany and all losses, costsliabilities, claims, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsarising under Environmental Laws) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the Transaction or the consummation of any transactions other transaction contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the documented reasonable fees and disbursements of counsel and other consultants incurred in connection with by any such investigation, litigation or other proceeding of them (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. (a) The U.S. Borrower agrees that it shallCredit Agreement Parties hereby jointly and severally agree to: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable documented out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx White & Xxxxxxxxx Case LLP, Xxxxxxxx Xxxxxxx one local counsel in each material jurisdiction and Xxxxxxx XxXxxxxx Stirling Scalesconsultants of the Agents) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement and of the Agents and, upon after the occurrence and during the continuance of an Event of Default, one additional counsel for all of the reasonable costs Issuing Lenders and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each or in connection with any refinancing or restructuring of the Lenders) (it being understood that credit arrangements provided under this Agreement in the provisions nature of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent))“work-out” or pursuant to any insolvency or bankruptcy proceedings; (ii) pay and hold each of the Agents, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes Other Taxes with respect to the foregoing matters and save each of the Agents, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Agent, such Issuing Lender, such Lender or the Lead Arranger) to pay such taxesOther Taxes; and (iii) indemnify each of the Administrative Agent and Agents, each Issuing Lender or each Lender, and each of their respective officers, directors, employees, representatives, affiliates agents, affiliates, trustees and agents investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes that are governed exclusively by Sections 2.10, 3.06 and 5.04) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent any Agent, any Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the U.S. Borrower any Credit Agreement Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by any Credit Agreement Party or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower any Credit Agreement Party or any of its Subsidiaries, the non-compliance by any Credit Agreement Party or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrowerany Credit Agreement Party, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by the U.S. Borrower any Credit Agreement Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses to the extent incurred by reason of (i) the gross negligence or willful misconduct of the respective Indemnified Person, any Affiliate of such Indemnified Person to be indemnified or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors or (ii) any material breach of the obligations of such Indemnified Person under this Credit Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent any Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Credit Agreement Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx ’s other counsel and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the preparation, execution, delivery and performance administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent and, following after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, affiliates advisors, agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent Agent, any Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. (a) The U.S. Borrower agrees that it shallCredit Parties hereby jointly and severally agree to: (i) whether or not if the transactions contemplated herein are consummatedClosing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and Xxxxxx Xxxxxx & Xxxxxxx LLP and, if reasonably necessary, one local counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scalesin any relevant jurisdiction) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or theretothereto (whether or not effective), and of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence Agents and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each or in connection with any refinancing or restructuring of the Lenders) (it being understood that credit arrangements provided under this Agreement in the provisions nature of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent))“work-out” or pursuant to any insolvency or bankruptcy proceedings; (ii) pay and hold each of the Lenders Agent and each Lender harmless from and against any and all present and future stamp, excise and other similar taxes Other Taxes with respect to the foregoing matters and save each of the Lenders Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderAgent, such Lender or Joint Lead Arranger) to pay such taxesOther Taxes; and (iii) indemnify the Administrative each Agent and each LenderLender and their respective Affiliates, and each of their respective the officers, directors, employees, representativesagents, affiliates and agents investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property owned, leased or operated, at any time operated time, by the U.S. Borrower or any of its Subsidiaries, Borrower; the Release, generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by the Borrower at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, Borrower; the non-compliance of by the Borrower with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, ; or any Environmental Claim asserted against the U.S. Borrower, Borrower or relating in any of its Subsidiaries or way to any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesBorrower, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person or the directors, officers and employees of such Person, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision))) or (iii) that do not involve or arise from an act or omission by the Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) ------------------------- whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the syndication of the Facilities, the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of insurance independent consultants Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Agent) and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx creation and Xxxxxxx XxXxxxxx Stirling Scales) perfection of the Liens created under the Security Documents and of the Agent and each of the Lenders in connection with the preparation, execution, delivery and performance enforcement (including pursuant to the administration of this Agreement and any bankruptcy proceeding relating to Holdings or the other Borrower) of the Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent andAgent, following an Event the Letter of Default, Credit Issuer and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderLender or such Letter of Credit Issuer) to pay such taxes; and (iii) indemnify each Lender and the Administrative Agent and each LenderLetter of Credit Issuer, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents (collectively, the "Indemnities") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damagescosts, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender or the Letter of Credit Issuer is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans or Letters of Credit hereunder or the Transaction or the Devon Transaction or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees fees, charges and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, costs, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law other Indemnitee who is such Person or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction an affiliate of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damagessuch Person).

Payment of Expenses, etc. (a) The U.S. Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx ’s other counsel and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the preparation, execution, delivery and performance administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, following after the occurrence of an Event of Default, counsel for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates agents, affiliates, trustees and agents investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ax) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Credit Document or the syndication of this Agreement or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (by) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time owned, leased, used by or operated by Holdings or any of its Subsidiaries or any of their respective predecessors (but with respect to formerly owned, leased, used or operated Real Properties, only to the U.S. Borrower extent arising from the acts or omissions of Holdings or any of its Subsidiaries), the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries or any of their respective predecessors at any location, whether or not owned, leased leased, used by or operated by the U.S. Borrower Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any claim under any Environmental Claim Law asserted against the U.S. BorrowerHoldings, any of its Subsidiaries or any of their respective predecessors or any Real Property owned, leased or at any time owned, leased, used by or operated by the U.S. Borrower or any of its Subsidiariessuch entity, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Holdings shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents and their respective affiliates (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx LLP and Xxxxxxx XxXxxxxx Stirling Scalesthe Agents’ other counsel and consultants) in connection with the preparation, execution, delivery and performance administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement and of the Agents and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent Agents and, following after the occurrence of an Event of Default, counsel for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and Agent, each Lender, and each of their respective officers, directors, employees, representatives, affiliates agents, affiliates, trustees and agents investment advisors (each such Person, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent Agent, or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or (b) the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Magellan shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding No Indemnified Person shall be liable for any provision damages arising from the use by others of any information or other materials obtained through the Platform or other similar information transmission systems in connection with this Agreement to other than for direct or actual damages resulting from the contrarygross negligence or willful misconduct on the part of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision). To the fullest extent permitted by applicable law, no Lender Indemnified Person shall have any liability to the Credit Parties for any punitive damagesspecial, punitive, indirect or consequential damages relating to this Agreement or any other Credit Documents or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date).

Payment of Expenses, etc. (a) The U.S. Borrower agrees Borrowers jointly and severally agree that it they shall: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and the Agents’ local and foreign counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement Agreement, of each Issuing Bank and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and of the Agents (and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders Lenders) in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative each Agent and, following an Event of Default, for and each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)Lender); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities liabilities, obligations, losses, damages, penalties and claims with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent each Lender (including in its capacity as Agent, Swingline Lender and/or Issuing Bank) and each Lenderits affiliates, and each of their respective officersofficer, directorsdirector, employeestrustee, representativesemployee, affiliates representative, advisor and agents agent thereof (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, judgments and suits, and all reasonable costs, expenses and disbursements (including reasonable attorneys’ fees, documented out-of-pocket disbursements and consultants’ fees other charges of one counsel to the Indemnified Persons, taken as a whole, and disbursementsone local counsel to the Indemnified Persons taken as a whole in each applicable jurisdiction; provided that if one or more Indemnified Persons shall have concluded that (i) there are legal defenses available to it that are different from or in addition to those available to one or more other Indemnified Persons or (ii) the representation of the Indemnified Persons (or any portion thereof) by the same counsel would be inappropriate due to actual or potential differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such relevant Indemnified Persons, in each relevant jurisdiction) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time owned or operated by the U.S. any Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials at any locationReal Property, whether or not owned, leased owned or operated by the U.S. any Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. against, in connection with or arising from, any Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time owned or operated by the U.S. any Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses of an Indemnified Person, to the extent incurred by reason of the gross negligence or willful misconduct of the such Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shall: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the preparation, execution, delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans or Term Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shall: (i) whether or not the transactions herein contemplated herein are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Administrative Agent Agents (including, without limitation, the reasonable documented fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx White & Xxxxxxxxx Case LLP, Xxxxxxxx Xxxxxxx Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and Xxxxxxx XxXxxxxx Stirling Scalesthe Joint Lead Arrangers and local counsel) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and in connection with its their respective syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each of the Administrative Agent and, following an Event of Default, Agents and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iiiii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Facility Agent or such Lender) to pay such taxes; and (iiiiv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Administrative Agent Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, ​ -106- ​ ​ ​ imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Administrative Agent Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or property at any time owned or operated by the U.S. Borrower or any of its SubsidiariesBorrower, the Release, generation, storage, transportation, handling handling, disposal or disposal Environmental Release of Hazardous Materials at any location, whether or not owned, leased owned or operated by the U.S. Borrower or any of its SubsidiariesBorrower, the non-compliance of any Real Property the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Propertythe Vessel or property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries Borrower or any Real Property owned, leased the Vessel or property at any time owned or operated by the U.S. Borrower or any of its SubsidiariesBorrower, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (or by reason of a failure by the Person to be indemnified to fund its Commitments as determined required by a court of competent jurisdiction in a final and non-appealable decision)this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Administrative Agent Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (ia) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (i) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the negotiation, preparation, execution, execution and delivery and performance administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein therein (including, subject to any agreed upon limitations, the reasonable fees and thereinexpenses of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Administrative Agent and non-duplicative allocated costs of internal counsel) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or theretoconsents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (ii) of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel (including non-duplicative allocated costs of internal counsel) for the Administrative Agent and, following an Event of Default, for and each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iib) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiic) indemnify the Administrative Agent and each Lender, and each of their respective its officers, directors, employees, representatives, affiliates agents and agents Affiliates from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto, but excluding any investigation initiated by the Person seeking indemnification hereunder) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants (including non-duplicative allocated costs of internal counsel) incurred in connection with any such investigation, litigation or other proceeding or (ii) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (i) or (ii) above, any such losses, liabilities, claims, damages or expenses to the extent (A) incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified indemnified, (as determined by a court of competent jurisdiction in a final and non-appealable decision)B) owing to the Borrower or (C) owing to another Person entitled to indemnification hereunder). To the extent that the undertaking to indemnify, pay or hold harmless In no event shall the Administrative Agent or any Lender set forth in be liable for any damages arising from the preceding sentence may be unenforceable because it is violative use by others of any law information or public policyother materials obtained through IntraLinks or other similar information transmission systems in connection with this Credit Agreement, nor shall any the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding Administrative Agent or any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damagesindirect or consequential damages relating to this Credit Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date).

Payment of Expenses, etc. The U.S. Borrower agrees that it shall: (i) whether or not the transactions herein contemplated herein are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Administrative Agent Agents (including, without limitation, the reasonable documented fees and disbursements of insurance independent consultants and White & Case LLP, Bahamian counsel, Bermudian counsel, Isle of Man counsel, other counsel retained by to the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx Agent and Xxxxxxx XxXxxxxx Stirling Scalesthe Lead Arrangers and local counsel) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agents in connection with its their respective syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each of the Administrative Agent and, following an Event of Default, Agents and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iiiii) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Administrative Agent and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such taxes; and (iiiiv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Administrative Agents, the Collateral Agent and each Lender, and each of their respective officers, directors, trustees, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Administrative Agents, the Collateral Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on any Vessel or in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or property at any time owned or operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling handling, disposal or disposal Environmental Release of Hazardous Materials at any location, whether or not owned, leased owned or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real PropertyVessel or property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased Vessel or property at any time owned or operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (or by reason of a failure by the Person to be indemnified to fund its Commitments as determined required by a court of competent jurisdiction in a final and non-appealable decision)this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Administrative Agent Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. (a) The U.S. Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx ’s other counsel and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the preparation, execution, delivery and performance administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, each of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement andand of the Administrative Agent, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, following after the occurrence of an Event of Default, counsel for each of the Lenders) (it being understood that the provisions in each case promptly following receipt of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent))reasonably detailed invoice therefor; (ii) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates affiliates, trustees, investment advisors and agents (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance the Borrower or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of, or material breach in bad faith of its material obligations under this Agreement or any other Credit Document by, the Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shall: (i) whether or not the transactions herein contemplated herein are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Administrative Agent Agents (including, without limitation, the reasonable documented fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx White & Xxxxxxxxx Case LLP, Xxxxxxxx Xxxxxxx Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and Xxxxxxx XxXxxxxx Stirling Scalesthe Joint Lead Arrangers and local counsel) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and in connection with its their respective syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each of the Administrative Agent and, following an Event of Default, Agents and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iiiii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Facility Agent or such Lender) to pay such taxes; and (iiiiv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement, indemnify the Administrative Agent Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Administrative Agent Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or property at any time owned or operated by the U.S. Borrower or any of its SubsidiariesBorrower, the Release, generation, ​ ​ (102) ​ ​ ​ storage, transportation, handling handling, disposal or disposal Environmental Release of Hazardous Materials at any location, whether or not owned, leased owned or operated by the U.S. Borrower or any of its SubsidiariesBorrower, the non-compliance of any Real Property the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Propertythe Vessel or property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries Borrower or any Real Property owned, leased the Vessel or property at any time owned or operated by the U.S. Borrower or any of its SubsidiariesBorrower, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (or by reason of a failure by the Person to be indemnified to fund its Commitments as determined required by a court of competent jurisdiction in a final and non-appealable decision)this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless each of the Administrative Agent Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the negotiation, preparation, execution, execution and delivery and performance administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement and (B) of the Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein as a result of the occurrence of a Default or Event of Default (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for and each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold the Agent harmless from and against all reasonable fees, costs and expenses (including reasonable fees of employees of the Agent or its Affiliates) of "field audits" of inventory conducted as provided in Section 7.7(b) at any time a Default or Event of Default then exists; (iii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiiv) indemnify the Administrative Agent and each Lender, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans (including other extensions of credit) hereunder or the consummation of any other transactions (including without limitation the Tender Offer and the Merger) contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shall: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (x) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and O'Melveny & Myerx, xxecial counsel retained by to the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the preparation, execution, delivery and performance syndication of this Agreement and the other Credit Documents and the Existing Credit Agreement and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, thereto and (y) of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of O'Melveny & Myerx, xxecial counsel for to the Administrative Agent andAgent, following an Event of Default, and for each of the LendersBanks whose counsel determines in good faith that joint representation of such Bank along with the other Banks would or reasonably could be expected to result in a conflict of interest under applicable laws or ethical principles) and (it being understood z) of any consultants or accountants chosen by the Required Banks, to investigate, test or review such matters relating to the Borrower and its Subsidiaries as the Agent shall designate; provided that the provisions fees of this clause (i) does not include such consultants or accountants shall be subject to the normal administrative charges prior approval of the Administrative Agent in administering the Revolving Loans (Borrower, which amounts are included in a separate letter with the Administrative Agent))approval shall not be unreasonably withheld; (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify the Administrative Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans or Letters of Credit hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, liabilitiesetc., claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. (a) The U.S. Borrower agrees that it shallBorrowers hereby agree to: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants DLA Piper LLP (US) and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx ’s other counsel and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the preparation, execution, delivery and performance administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent, and, upon after the occurrence and during the continuance continuation of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, following after the occurrence and during the continuation of an Event of Default, counsel for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold the Administrative Agent, each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates agents, affiliates, trustees and agents investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including with respect to removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the U.S. Borrower Parent or any of its SubsidiariesSubsidiaries or any of their respective predecessors, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Parent or any of its Subsidiaries or any of their respective predecessors at any location, whether or not owned, leased or operated by the U.S. Borrower Parent or any of its SubsidiariesSubsidiaries or any of their respective predecessors, the non-compliance by Parent or any of its Subsidiaries or any Real Property of their respective predecessors with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. BorrowerParent, any of its Subsidiaries or any of their respective predecessors or any Real Property at any time owned, leased or at any time operated by the U.S. Borrower Parent or any of its SubsidiariesSubsidiaries or any of their respective predecessors, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (ia) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents in connection with the negotiation, preparation, execution, syndication and delivery of the Credit Documents and the documents and instruments referred to therein (in accordance with the terms of the letter agreement between the Borrower and Indosuez dated September 29, 1997), other than any expenses of Indosuez incurred after the Closing Date solely in its capacity as one of the Banks hereunder, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of insurance independent consultants Ropes & Xxxx and local counsel retained by to Indosuez) and of each of the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx Banks after the occurrence and Xxxxxxx XxXxxxxx Stirling Scales) during the continuation of an Event of Default in connection with the preparation, execution, delivery and performance enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each of the LendersBanks) (it being understood that with prior notice to the provisions of this clause (i) does not include the normal administrative charges Borrower of the Administrative Agent in administering engagement of any counsel, and hold each of the Revolving Loans (which amounts are included in a separate letter with Banks harmless from and against any and all reasonable fees and expenses of any appraisers or any consultants or other advisors reasonably engaged by the Administrative Agent)); (iib) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iiic) indemnify the Administrative each Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (including, judgmentswithout limitation, suitsany and all losses, liabilities, claims, damages or expenses arising under Environmental Laws except with regard to any losses, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsunder Environmental Laws, excluding such losses, costs, damages or expenses arising from or relating to acts or omissions occurring after the Administrative Agent or any Bank takes possession of, uses, operates, manages, controls or sells any Real Property provided, however, that such exception shall apply only to the extent such losses, costs, damages or expenses arise solely from the gross negligence, bad faith or willful misconduct of the applicable Administrative Agent or any Bank or of the agents of such Administrative Agent or any Bank) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it Company shall: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of LC and the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants Milbank, Tweed, Xxxxxx & XxXxxx LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scaleslocal counsel) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Transaction Documents and the documents and instruments referred to herein and therein, (ii) pay for all reasonable out-of-pocket expenses incurred by LC and the Agent in connection with any amendment, waiver or consent relating hereto or theretothereto (whether or not such amendment, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement waiver or consent shall become effective), and, upon the occurrence and during the continuance of after an Event of Default, reimburse the reasonable costs and expenses of each of the Lenders Agent in connection with the enforcement of this Agreement and the other Credit Transaction Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for LC and the Administrative Agent and, following an Event of Default, for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iiiii) pay and hold each of the Lenders Holders and the Agent harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Holders and the Agent harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lenderthe Holders or the Agent, as applicable) to pay such taxes; and (iiiiv) indemnify the Administrative Agent Holders and each Lenderthe Agent, and each of their respective officers, directors, trustees, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneysatto neys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Holder or the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Transaction Document or the use or proposed use of the any proceeds of any Revolving Loans Notes hereunder or the consummation of any transactions contemplated herein (including, without limitation, the Transaction), or in any other Credit Document Transaction Document, or (b) the exercise of any of their rights or remedies provided herein or in the other Credit Transaction Documents, or (bc) the actual or alleged presence or Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at or emanating from any facility or equipment owned or at any time operated by the U.S. Borrower Company, the Delaware Sub or any of its the Company’s other Subsidiaries, the Release, generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by the Company, the Delaware Sub or any of the Company’s other Subsidiaries at any location, whether or not owned, leased owned or operated by the U.S. Borrower Company, the Delaware Sub or any of its the Company’s other Subsidiaries, the non-compliance noncompliance by the Company, the Delaware Sub or any of the Company’s other Subsidiaries or of any Real Property owned or operated by the Company, the Delaware Sub or any of the Company’s other Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real PropertyEnvironmental Laws, or any Environmental Claim asserted against the U.S. BorrowerCompany, the Delaware Sub or any of its the Company’s other Subsidiaries or any Real Property owned, leased owned or at any time operated by the U.S. Borrower Company, the Delaware Sub or any of its the Company’s other Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Holders or the Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Holdings and the Borrower agrees that it shallagree to: ------------------------- (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein (subject to the terms of the letter agreement dated September 2, 1997) and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx Xxxxxx Xxxxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scalesother counsel issuing opinions pursuant to Section 4.01(C)) with prior notice to Holdings and the Borrower of the engagement of any counsel and of each of the Banks in connection with the preparation, execution, delivery and performance enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each of the LendersBanks) (it being understood that with prior notice to Holdings and the provisions of this clause (i) does not include the normal administrative charges Borrower of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent))engagement of any counsel; (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) indemnify the Administrative Agent, Collateral Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (including, judgmentswithout limitation, suitsany and all losses, liabilities, claims, damages or expenses arising under Environmental Laws except with regard to any losses, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsunder Environmental Laws arising from or relating to acts or omissions occurring after the Agent or any Bank takes possession of, uses, operates, manages, controls or sells the Mortgaged Property provided, however, that such exception shall apply only to the extent such losses, costs, damages or expenses arise solely from the gross negligence, bad faith or willful misconduct of the Agent or any Bank or of the agents of the Agent or any Bank) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the Recapitalization or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower hereby agrees that it shallto: (ia) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx ’s other counsel and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the preparation, execution, delivery and performance administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, following after the occurrence of an Event of Default, counsel for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iib) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such taxes; and (iiic) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the syndication of this Agreement or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. (a) The U.S. Borrower agrees that it shall: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and the Agents’ local and foreign counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement and of the Agents (and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders Lenders) in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative each Agent and, following an Event of Default, for and each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)Lender); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities liabilities, obligations, losses, damages, penalties and claims with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent each Lender (including in its capacity as Agent) and each Lenderits affiliates, and each of their respective officersofficer, directorsdirector, employeestrustee, representativesemployee, affiliates representative, advisor and agents agent thereof (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, judgments and suits, and all reasonable costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time owned or operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials at any locationReal Property, whether or not owned, leased owned or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against against, in connection with or arising from, the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time owned or operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses of an Indemnified Person, to the extent incurred by reason of the gross negligence or willful misconduct of the such Indemnified Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent each Lender (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by up to $2,500 of the Administrative Agentreasonable fees and disbursements of X'Xxxxxxxx Graev & Karabell, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) defend, protect, indemnify the Administrative Agent and hold harmless each Lender, Lender and each of their respective its officers, directors, employees, representatives, attorneys, agents, Affiliates, any other Person in control of any Lender or its affiliates and agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, proceedings, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Lender, the Borrower or any of its Subsidiaries, or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, ; or (b) the actual or alleged generation, presence or Release of Hazardous Materials in on or from, or the airtransportation of Hazardous Materials to or from, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased owned or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling ; or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunderc) applicable to any Real Property, or any Environmental Claim asserted against relating to the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased owned or at any time operated by the U.S. Borrower or any of its Subsidiaries; or (d) the exercise of the rights of any Lender under any of the provisions of this Agreement, any other Loan Document or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Loan Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigationIndemnified Matter arises, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of such Indemnified Matter based solely on the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damagesIndemnitee.

Payment of Expenses, etc. The U.S. Borrower agrees that to (and to cause each other Credit Party, in respect of the Credit Document to which it shall: is a party, to): (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, -54- execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP) and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the preparation, execution, delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the actual reasonable fees and disbursements of counsel for the Administrative Agent and, following after the occurrence and during the continuance of an Event of Default, Default for each of the Lenders) (), provided that to the extent it being understood that the provisions is feasible and a conflict of this clause (i) interest does not include exist in the normal administrative charges reasonable discretion of the Administrative Agent Agent, the Lenders and their counsel, the Lenders shall use the same counsel in administering the Revolving Loans (which amounts are included in a separate letter connection with the Administrative Agent))foregoing; (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender (including in its capacity as the Administrative Agent and each Lenderor Letter of Credit Issuer), and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any Credit Document, whether initiated by the Borrower or any other Credit Document Person, including, without limitation, the actual reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the exercise extent incurred by reason of any the gross negligence, willful misconduct, unlawful act or material breach of their rights or remedies provided herein or in the other Credit Documents, terms of this Agreement of the Person to be indemnified) or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the water, groundwater, surface or subsurface of any Real Property ownedProperty, leased offshore drilling rig, vessel or other facility or location at any time owned or operated by the U.S. Borrower Parent or any of its Subsidiaries, the Release, generation, storage, transportation, handling transportation or disposal of Hazardous Materials at any locationReal Property, whether offshore drilling rig, vessel or not owned, leased other facility or location at any time owned or operated by the U.S. Borrower Parent or any of its Subsidiaries, the non-compliance of any Real Property Property, offshore drilling rig, vessel or other facility or location at any time owned or operated by Parent or any of its Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any such Real Property, offshore drilling rig, vessel or other facility or location, or any Environmental Claim asserted against the U.S. BorrowerParent, any of its Subsidiaries Subsidiaries, or any Real Property ownedProperty, leased offshore drilling rig, vessel or other facility or location at any time owned or operated by the U.S. Borrower Parent or any of its Subsidiaries, including, in each case, without limitation, the actual reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or negligence, willful misconduct misconduct, unlawful act of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision))indemnified. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. (a) The U.S. Borrower agrees that it shallCredit Parties hereby jointly and severally agree to: (i) whether or not if the transactions contemplated herein are consummatedClosing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and Xxxxxx Xxxxxx & Xxxxxxx llp and, if reasonably necessary, one local counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scalesin any relevant jurisdiction) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or theretothereto (whether or not effective), and of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence Agents and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each or in connection with any refinancing or restructuring of the Lenders) (it being understood that credit arrangements provided under this Agreement in the provisions nature of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent))“work-out” or pursuant to any insolvency or bankruptcy proceedings; (ii) pay and hold each of the Lenders Agent and each Lender harmless from and against any and all present and future stamp, excise and other similar taxes Other Taxes with respect to the foregoing matters and save each of the Lenders Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderAgent, such Lender or Joint Lead Arranger) to pay such taxesOther Taxes; and (iii) indemnify the Administrative each Agent and each LenderLender and their respective Affiliates, and each of their respective the officers, directors, employees, representativesagents, affiliates and agents investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property owned, leased or operated, at any time operated time, by the U.S. Borrower or any of its Subsidiaries, ; the Release, generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, ; the non-compliance by the Borrower or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, ; or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person or the directors, officers and employees of such Person, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-non- appealable decision))) or (iii) that do not involve or arise from an act or omission by the Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the negotiation, preparation, execution, execution and delivery and performance administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein therein (including, without limitation, the reasonable fees and thereinexpenses of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or theretoconsents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement and (B) of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for and each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents Administrative Agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower hereby agrees that it shallto: (i) whether or not the transactions contemplated herein contem­plated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative each Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx Xxxxxxx & Xxxxxxxxx Xxxxxxxx LLP, Xxxxxxx & Marsal North America, LLC and Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling ScalesXxxxxx & Finger, P.A.) in connection with the preparation, execution, delivery and performance administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative each Agent and its Affiliates in connection connec­tion with its or their syndication efforts with respect to this Agreement and of each Agent and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments instru­ments referred to herein and therein (including, in each case without limitation, the reasonable reason­able fees and disbursements of counsel and consultants for the Administrative each Agent and, following after the occurrence and during the continuance of an Event of Default, counsel for each of the Issuing Lenders and Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) without duplication with Section 5.04(a), pay and hold each Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing fore­going matters and save each Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent indem­nify each Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, affiliates agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilitiesliabil­ities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) of whatsoever kind or nature incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent any Agent, any Issuing Lender or any Lender is a party theretothereto and whether or not such investiga­tion, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocuments or in any other way relating to or arising out of this Agreement or any other Credit Document, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater ground­water or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance compli­ance by the Borrower or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable appli­cable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, includinginclud­ing, in each case, without limitation, the reasonable fees and disbursements disburse­ments of counsel and other consultants incurred in connection connec­tion with any such investigationinvesti­ga­tion, litigation or other proceeding proceed­ing (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined deter­mined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent any Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution contri­bu­tion to the payment and satisfaction satisfac­tion of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling ScalesAgents’ local counsel) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of each of the Administrative Agent Agents in connection with its syndication efforts with respect to this Agreement and each Agent and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants and the allocated cost of internal counsel for the Administrative Agent Agents and, following after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Agents, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Agents, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent each Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, affiliates agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsdisbursements and the allocated cost of internal counsel) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent any Agent, any Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred (x) by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (y) with respect to taxes, and amounts relating thereto, governed by Section 4.04 (or (i) any tax imposed on or measured by the net income (or capital or franchise or similar taxes imposed in lieu of a net income tax) of a Lender, an Issuing Lender or an Agent, as the case may be, pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender, such Issuing Lender or such Agent, as the case may be, is located or any subdivision thereof or therein, and (ii) any liability for interest and penalties arising with respect to such excluded taxes described in clause (i) above)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent any Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, and the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent andAgent, following an Event the Letter of Default, Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) (it being understood that the provisions in respect of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesAgreement, the Release, generation, storage, transportation, handling Loans or disposal Letters of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.Credit;

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lead Arranger (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scaleslocal counsel) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and thereintherein (including, without limitation, all reasonable expenses attributable to the Administrative Agent's due diligence undertakings) and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and the Lead Arranger in connection with its syndication efforts with respect to this Agreement and(including, upon the occurrence and during the continuance of an Event of Defaultwithout limitation, the reasonable costs fees and expenses disbursements of White & Case LLP), of the Administrative Agent and the Lead Arranger in connection with any other services necessary in order to implement and service the transactions contemplated under this Agreement, and of the Administrative Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)Banks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) defend, protect, indemnify and hold harmless the Administrative Agent Agent, the Lead Arranger and each LenderBank, and each of their respective officers, directors, employees, representatives, affiliates attorneys and agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Lead Arranger, the Collateral Agent or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Administrative Agent, the Lead Arranger, the Collateral Agent, any Bank, the Borrower or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein (including, without -113- limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or, or (b) the actual or alleged generation, presence or Release of Hazardous Materials in on or from, or the airtransportation of Hazardous Materials to or from, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased owned or operated at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances Subsidiaries or; (including applicable permits thereunderc) applicable to any Real Property, or any Environmental Claim asserted against relating to the U.S. Borrower, Borrower or any of its Subsidiaries or any Real Property owned, leased owned or at any time operated by the U.S. Borrower Borrower, Holdings or any of its Subsidiaries, their respective Subsidiaries or; (d) the exercise of the rights of the Administrative Agent and of any Bank under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Credit Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigation, litigation or other proceeding (Indemnified Matter arises; but excluding any losses, liabilities, claims, damages or expenses such Indemnified Matter to the extent incurred by reason of based on the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damagesIndemnitee.

Payment of Expenses, etc. The U.S. Borrower Company agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx White & Xxxxxxxxx Case LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent thereto and in connection with its the Administrative Agent's syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of the Administrative Agent, the Letter of Credit Issuer and each of the Banks thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative Agent andAgent, following an Event the Letter of Default, Credit Issuer and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)Banks); (iiiii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iiiiv) indemnify the Administrative Agent Agent, the Letter of Credit Issuer and each LenderBank, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent Agent, the Letter of Credit Issuer or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans or Letter of Credit hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shall: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of (x) the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx White & Xxxxxxxxx Case LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative (y) each Agent in connection with its syndication efforts with respect to this Agreement and (z) the Administrative Agent and, upon the occurrence following and during the continuance continuation of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, following and during the continuation of an Event of Default, for each of the Lenders) (it being understood that the provisions in each case promptly following receipt of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent))reasonably detailed invoice therefor; (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative each Agent and each Lender (including in its capacity as an Issuing Lender), and each of their respective officers, directors, employees, representatives, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased owned or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased owned or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries Subsidiaries, or any Real Property owned, leased owned or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. (a) The U.S. Borrower agrees that it shallCredit Parties hereby jointly and severally agree to: (i) whether or not if the transactions contemplated herein are consummatedClosing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and Xxxxxx Xxxxxx & Xxxxxxx llp and, if reasonably necessary, one local counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scalesin any relevant jurisdiction) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or theretothereto (whether or not effective), and of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence Agents and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each or in connection with any refinancing or restructuring of the Lenders) (it being understood that credit arrangements provided under this Agreement in the provisions nature of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent))“work-out” or pursuant to any insolvency or bankruptcy proceedings; (ii) pay and hold each of the Lenders Agent and each Lender harmless from and against any and all present and future stamp, excise and other similar taxes Other Taxes with respect to the foregoing matters and save each of the Lenders Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderAgent, such Lender or Joint Lead Arranger) to pay such taxesOther Taxes; and (iii) indemnify the Administrative each Agent and each LenderLender and their respective Affiliates, and each of their respective the officers, directors, employees, representativesagents, affiliates and agents investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property owned, leased or operated, at any time operated time, by the U.S. Borrower or any of its Subsidiaries, ; the Release, generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, ; the non-compliance by the Borrower or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, ; or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person or the directors, officers and employees of such Person, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision))) or (iii) that do not involve or arise from an act or omission by the Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallCredit Parties joint and severally agree to: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the negotiation, preparation, execution, execution and delivery and performance administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Agent and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement and (B) of the Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for and each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each of the Administrative Agent and each Lender, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans or other Extensions of Credit hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding or (B) the 77 83 presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Credit Parties or any of their Subsidiaries, or the failure by the Credit Parties or any of their Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To Notwithstanding the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision foregoing provisions of this Agreement to the contrarySection 11.5, no Lender shall have any liability to the Credit Parties shall not be obligated to reimburse and/or indemnify a Lender for any punitive damagesthe fees and disbursements of counsel for such Lender to the extent such fees and disbursements relate to legal work that would reasonably be deemed to be redundant of legal work performed by counsel for the Agent and to serve no reasonable, independent purpose.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the negotiation, preparation, execution, execution and delivery and performance administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (B) of the Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for and each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx White & Xxxxxxxxx Case LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent thereto and in connection with its the Administrative Agent’s syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of the Administrative Agent, the Letter of Credit Issuer and each of the Banks thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative Agent andAgent, following an Event the Letter of Default, Credit Issuer and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)Banks); (iiiii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iiiiv) indemnify the Administrative Agent Agent, the Letter of Credit Issuer and each LenderBank, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent Agent, the Letter of Credit Issuer or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans or Letter of Credit hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scaleslocal counsel) in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent thereto and in connection with its the Administrative Agent's syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of the Administrative Agent and each of the Banks thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for the Administrative Agent and, following an Event of Default, and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)Banks); (iiiii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iiiiv) indemnify the Administrative Agent and each LenderAgent, the Collateral Agent, the Letter of Credit Issuer, and each of their respective Bank, its officers, directors, trustees, employees, representatives, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.,

Payment of Expenses, etc. The U.S. Borrower agrees that it shallBorrowers jointly and ------------------------- severally agree to: (ia) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agents and the Collateral Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants Cravath, Swaine & Moore and no more than one local and one foreign counsel retained by to the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling ScalesAgentx xxx the Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent thereto and in connection with its the Agents' syndication efforts with respect to this Agreement and(it being understood that, upon the occurrence and during the continuance for purposes of an Event of Defaultthis clause (a), the Agents shall use the same counsel); (b) pay all reasonable out-of-pocket costs and expenses of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of each Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the Administrative Agent andAgents, following an Event the Collateral Agent, the Letter of Default, for each of Credit Issuers and the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iic) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiid) indemnify each Agent, the Administrative Agent Collateral Agent, each Letter of Credit Issuer and each Lender, Lender and each of their respective officers, directors, employees, representatives, trustees, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not any Agent, the Administrative Agent Collateral Agent, any Letter of Credit Issuer or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Borrowers jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which that is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower Borrower, agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scaleslocal counsel) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and(including, upon the occurrence and during the continuance of an Event of Defaultwithout limitation, the reasonable costs fees and expenses disbursements of White & Case LLP) and of the Agent and each of the Lenders Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)Banks); (ii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iii) defend, protect, indemnify and hold harmless the Administrative Agent and each LenderBank, and each of their respective officers, directors, employees, representatives, affiliates attorneys and agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Collateral Agent or any Lender Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Agent, the Collateral Agent, any Bank, the Borrower or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; or, or (b) the actual or alleged generation, presence or Release of Hazardous Materials in on or from, or the airtransportation of Hazardous Materials to or from, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased owned or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances Subsidiaries or; (including applicable permits thereunderc) applicable to any Real Property, or any Environmental Claim asserted against relating to the U.S. Borrower, Borrower or any of its Subsidiaries or any Real Property owned, leased owned or at any time operated by the U.S. Borrower or any of its Subsidiaries, Subsidiaries or; (d) the exercise of the rights of the Agent and of any Bank under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (e) the consummation of any transaction contemplated herein (including, in each case, 101 without limitation, the reasonable fees and disbursements Transaction) or in any other Credit Document (the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigationIndemnified Matter arises, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of such Indemnified Matter based the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damagesIndemnitee.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the negotiation, preparation, execution, execution and delivery and performance administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and expenses of Moore & Van Allen, PLLC, special cxxxxxl tx xxx Xxxnt) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement and (B) of the Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for and each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (x) of the Administrative Agent in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx Xxxxxx Xxxxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scaleslocal counsel to the Banks) with prior notice to the Borrower of the engagement of any counsel and (y) of each of the Banks in connection with the preparation, execution, delivery and performance enforcement of this Agreement and the other Credit Documents (including in connection with any "work-out" or other restructuring of the Borrower's Obligations or in connection with any bankruptcy, reorganization or similar proceeding with respect to any Credit Party or its Subsidiaries) and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each of the LendersBanks) (it being understood that with prior notice to the provisions of this clause (i) does not include the normal administrative charges Borrower of the Administrative Agent in administering engagement of any counsel and the Revolving Loans (which amounts are included in a separate letter reasonable fees and expenses of any appraisers or any consultants or other advisors engaged with prior notice to the Administrative Agent))Borrower of any such engagement with respect to environmental or other matters; (ii) pay all out-of-pocket costs and expenses (including attorneys' fees) of the Agent or Indosuez or in connection with the assignment or attempted assignment to any other Person of all or any portion of Indosuez's interest under this Agreement pursuant to Section 11.04 incurred prior to 120 days following the Closing Date; (iii) pay and hold each of the Lenders Banks harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderBank) to pay such taxes; and (iiiiv) indemnify the Administrative Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (including, judgmentswithout limitation, suitsany and all losses, costsliabilities, claims, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsarising under Environmental Laws) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the 109 Transaction or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the documented reasonable fees and disbursements of counsel and other consultants incurred in connection with by any such investigation, litigation or other proceeding of them (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallBorrowers jointly and severally agree to: (ia) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including, without limitation, including the reasonable fees and disbursements of insurance independent consultants Cravath, Swaine & Mxxxx LLP and no more than one local and one foreign counsel retained by to the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx Agent and Xxxxxxx XxXxxxxx Stirling Scalesthe Collateral Agent in each applicable jurisdiction) in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and therein, any 144 amendment, waiver or consent relating hereto or thereto, of the Administrative Agent thereto and in connection with its the Administrative Agent’s syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the Agreement; (b) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of the Administrative Agent, the Collateral Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, including the reasonable fees and disbursements of one counsel plus no more than one local and one foreign counsel in each applicable jurisdiction, and consultants for the Administrative Agent andAgent, following an Event the Collateral Agent, the Letter of Default, for each of Credit Issuers and the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iic) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiid) indemnify the Administrative Agent Agent, the Collateral Agent, each Letter of Credit Issuer and each Lender, Lender and their affiliates and each of their respective officers, directors, employees, representatives, trustees, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Administrative Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans or B/As hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence or Release of Hazardous Materials on, at or from any real property currently or formerly owned or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case, including the reasonable fees and disbursements of counsel and independent consultants incurred in connection with any such investigation, litigation or other proceeding. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Borrowers jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which that is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of insurance independent consultants Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel to the Administrative Agent and counsel retained by the Arrangers) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx the Arrangers and Xxxxxxx XxXxxxxx Stirling Scales) each of the Lenders in connection with the preparation, execution, delivery and performance enforcement (including pursuant to the administration of this Agreement and any bankruptcy proceeding relating to Holdings or the other Borrower) or preservation of any rights under the Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent andAgent, following an Event the Letter of Default, Credit Issuer and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iiiii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderLender or such Letter of Credit Issuer) to pay such taxes; and (iiiiv) indemnify each Lender and the Administrative Agent and each LenderLetter of Credit Issuer, and each of their respective its officers, directors, employees, representativesadvisors, affiliates trustees, representatives and agents (collectively, the “Indemnities”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damagescosts, penaltiesliabilities, claims, actionsdamages or expenses, judgmentsincluding without limitation, suitsthose incurred under Environmental Law, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender or the Letter of Credit Issuer is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans or Letters of Credit hereunder or the Recapitalization, the Acquisition or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees fees, charges and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, costs, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law other Indemnitee who is such Person or public policyan affiliate, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction agent or representative of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damagessuch Person).

Payment of Expenses, etc. The U.S. Borrower agrees that it shall: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of (A) the Administrative Agent and its affiliates (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx ’s other counsel and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the preparation, execution, delivery and performance administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any addition of a Borrowing Base Property to, or removal of a Borrowing Base Property from, the Borrowing Base, and any amendment, waiver or consent relating hereto or thereto, of (B) the Administrative Agent and its affiliates in connection with its or their syndication efforts (including, without limitation, printing, distribution and meetings) with respect to this Agreement and (C) the Administrative Agent and its affiliates and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “workout” or pursuant to any insolvency or bankruptcy proceedings (including, in each case in respect of preceding clauses (A), (B) and (C) without limitation, (x) the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and its affiliates and (y) after the occurrence of an Event of Default, also the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in other Lenders as a separate letter with the Administrative Agent)group); (ii) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of Borrower) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property real property at any time owned, leased or at any time operated by the U.S. Borrower or any of its PropCo Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by the PropCo Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its PropCo Subsidiaries, the non-compliance of any Real Property real property at any time owned, leased or operated by the PropCo Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Propertysuch real property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries Borrower or any Real Property PropCo Subsidiaries, or any real property at any time owned, leased or at any time operated by the U.S. Borrower or any of its PropCo Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent Agent, any Lender or any Lender other indemnified person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. (b) The U.S. Borrower agrees that it shallCredit Parties hereby jointly and severally agree to: (ia) whether or not if the transactions contemplated herein are consummatedClosing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxxx Xxxx & Xxxxxxxxx LLPXxxxxxxx LLP and Xxxxxx Xxxxxx Gervais LLP and, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scalesif reasonably necessary, one local counsel in any other relevant jurisdiction) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or theretothereto (whether or not effective), of the Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following in each case, in the case of an Event actual or perceived conflict of Defaultinterest, where the party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel, for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)such affected party similarly situated); (iib) pay and hold each of the Lenders Agent and each Lender harmless from and against any and all present and future stamp, excise and other similar taxes Other Taxes with respect to the foregoing matters and save each of the Lenders Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderAgent, such Lender or Joint Lead Arranger) to pay such taxesOther Taxes; and (iiic) indemnify the Administrative each Agent and each Lender, Lender and each of their respective Affiliates, successors and assigns, and the partners, officers, directors, employees, representativestrustees, affiliates agents, advisors, controlling persons, investment advisors and agents other representatives of each of the foregoing (each, an “Indemnified Person”) from and against and hold each of them harmless against (and will reimburse each Indemnified Person as the same are incurred for) any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsdisbursements and documented out-of-pocket expenses) incurred by, imposed on on, assessed or assessed asserted against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property owned, leased or operated, at any time operated time, by the U.S. Borrower Borrower, any of its Subsidiaries or any of its Subsidiaries, their respective predecessors; the Release, generation, storage, transportation, handling handling, treatment, use, Release or disposal threat of Release of Hazardous Materials by or on behalf of the Borrower, any of its Subsidiaries or any of their respective predecessors at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated of their respective predecessors; the non-compliance by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements Subsidiaries or any of counsel and other consultants incurred in connection their respective predecessors with any such investigationEnvironmental Law (including applicable permits thereunder); or any Environmental Claim or liability under any applicable Environmental Laws related to the Borrower or any of its Subsidiaries or any of their respective predecessors or relating in any way to any Real Property at any time owned, litigation leased or other proceeding operated by the Borrower or any of its Subsidiaries or any of their respective predecessors (but excluding in each case any losses, liabilities, claims, damages or expenses (d) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person or any of its Related Indemnified Persons (e) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision)) or (f) that do not involve or arise from an act or omission by the Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Person against an Indemnified Person (other than claims against any Agent or any Joint Lead Arranger in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Credit Parties shall make the maximum contribution to the payment 158 and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the foregoing, this Section 12.01(a) shall not apply with respect to Taxes other than any provision of this Agreement to the contraryTaxes that represent losses, no Lender shall have any liability to the Credit Parties for any punitive damagesliabilities, claims and damages arising from a non-Tax claim.

Payment of Expenses, etc. The U.S. Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and the Agents’ other counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agents in connection with its syndication efforts with respect to this Agreement and of the Agents and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Issuing Lenders and the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent Agents and, following after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Agents, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each of the Agents, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Agent, such Issuing Lender, such Lender or the Lead Arranger) to pay such taxes; and (iii) indemnify each of the Administrative Agent and Agents, each Issuing Lender or each Lender, and each of their respective officers, directors, employees, representatives, affiliates agents, affiliates, trustees and agents investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes to the extent governed by Section 4.04) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent any Agent, any Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the respective Indemnified Person, any Affiliate of such Indemnified Person to be indemnified or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent any Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shall: (i) whether or not the transactions herein contemplated herein are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Administrative Agent Agents (including, without limitation, the reasonable documented fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx White & Xxxxxxxxx Case LLP, Xxxxxxxx Xxxxxxx Bahamian counsel, Bermudian counsel, other counsel to the Facility Agent and Xxxxxxx XxXxxxxx Stirling Scalesthe Joint Lead Arrangers and local counsel) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and in connection with its their respective syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel (excluding in-house counsel) for each of the Administrative Agent and, following an Event of Default, Agents and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iiiii) pay and hold the Facility Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder, and save the Facility Agent and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shall: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of each of the Administrative Agent Agents (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and White & Case LLP, Royston, Rayzor, Vxxxxxx & Wxxxxxxx, L.L.P., other counsel retained by to the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx Agent and Xxxxxxx XxXxxxxx Stirling Scalesthe Lead Arrangers and local counsel) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agents in connection with its their respective syndication efforts with respect to this Agreement and, upon and of the occurrence Agents and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of outside counsel for each of the Administrative Agent and, following an Event of Default, Agents and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agents, the Collateral Agent and each Lender, and each of their respective officers, directors, trustees, employees, representatives, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of the Administrative Agents, the Collateral Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein herein, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials on any Vessel or in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or property at any time owned or operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling handling, disposal or disposal Environmental Release of Hazardous Materials at any location, whether or not owned, leased owned or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real PropertyVessel or property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased Vessel or property at any time owned or operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)indemnified). To the extent that the undertaking to indemnify, pay or hold harmless each of the Administrative Agent Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees Borrowers jointly and severally agree that it shallthey will: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and each of the other Agents in connection with the preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case, local and foreign counsel retained by and, without duplication, the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the preparation, execution, delivery and performance allocated costs of this Agreement and in-house counsel for the other Credit Documents Agents) and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and each of the other Agents in connection with its their syndication efforts with respect to this Agreement andand of the Administrative Agent, upon each of the occurrence and during the continuance of an Event of Defaultother Agents, the reasonable costs Collateral Agent and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent, each of the other Agents and the Collateral Agent as a group and, following after the occurrence of an Event of Default, one additional counsel for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in Lenders as a separate letter with the Administrative Agent)group); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, each of the other Agents, the Collateral Agent and each Lender, and each of their respective its officers, directors, employees, representativesaffiliates, affiliates representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any other Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials hazardous materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased owned or at any time operated by the U.S. Borrower Silgan or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials hazardous materials by or of (or on behalf of or at the direction of) Silgan or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by the U.S. Borrower Silgan or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim environmental claim asserted against the U.S. BorrowerSilgan, any of its Subsidiaries or any Real Property owned, leased owned or at any time operated by the U.S. Borrower Silgan or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any other Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallCredit Agreement Parties jointly and severally agree to: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs fees and expenses of the Administrative each Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or theretothereto (including, without limitation, the reasonable fees and disbursements of White & Case LLP, counsel to the Administrative Agents, and other local and foreign counsel, if any, and all appraisal fees, trustee's fees, documentary and recording taxes, title insurance and recording, filing and other expenses), and of each Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs each Agent and expenses of each of the Lenders Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent Agents and, following and during the continuation of an Event of DefaultDefault in connection with the enforcement of this Agreement and the other Credit Documents, counsel for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Agents and each of the Lenders harmless from and against any and all present and future stamp, court, excise and other similar taxes documentary taxes, changes or similar levies with respect to the foregoing matters and save each of the Agents and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify the Administrative each Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates advisors, trustees, investment advisors and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any Agent or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, any Lender, any Credit Party or any third Person or otherwise)) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual actual, alleged or alleged presence threatened Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased leased, managed, controlled, used or at any time operated by the U.S. Borrower any Credit Party or any of its Subsidiaries, the Release, generation, storage, transportation, handling or arrangement for disposal of Hazardous Materials by the Canadian Parent, its Subsidiaries or their respective predecessors at any location, whether or not owned, leased leased, managed, controlled, used or operated by the U.S. Borrower any Credit Party or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrowerrelating to any Credit Party, any of its Subsidiaries Subsidiaries, its operations or any Real Property owned, leased leased, managed, controlled, used or at any time operated by the U.S. Borrower any Credit Party or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other reasonably necessary consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in by a final and non-appealable decision)judgment) of the Person to be indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Credit Agreement Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower Each Credit Party, jointly and severally, agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and Debevoise & Xxxxxxxx, as special U.S. counsel retained by to the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLPGuerrero Olivos Xxxxx y Errazuriz, Xxxxxxxx Xxxxxxx as special Chilean counsel to the Administrative Agent, and Xxxxxxx XxXxxxxx Stirling ScalesWalkers, as special Cayman Islands counsel to the Administrative Agent) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Arranger in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs each Agent and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent and, following an Event of Default, and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes (including, without limitation, value added taxes due in respect of interest payments under the Bridge Loans) with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Agent, the Administrative Agent Arranger and each Lender, and each of their respective officers, directors, employees, representatives, affiliates and agents representatives from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Administrative Agent Arranger or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of proceeds of the proceeds of any Revolving Bridge Loans hereunder or the consummation of any of the transactions contemplated herein hereby, or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)or its Affiliates or employees). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, the Administrative Agent Arranger or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Credit Parties, jointly and severally, shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether ------------------------- or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative AgentWhite & Case LLP), including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales(ii) in connection with the preparation, execution, delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the pay all reasonable out-of-pocket costs and expenses of each Agent and each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein be continuing, the protection of the rights of each of the Agents and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each of Agents and the Lenders) (it being understood ), provided that the provisions Borrower shall be -------- obligated to pay the fees and disbursements of only one counsel to the Agents and the Lenders pursuant to this clause (iii) does not include unless an Agent or Lender notifies the normal administrative charges Borrower that it reasonably believes that its legal position differs from the other Agents or Lenders or that it may be subject to different claims or defenses than the other Agents and Lenders, in which case the Company will also pay the reasonable fees and disbursements of the Administrative counsel of such Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent))or Lender; (iiiii) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiiv) indemnify each Lender (including in its capacity as the Administrative Agent, the Syndication Agent and each Lenderor a Letter of Credit Issuer), and each of their respective its officers, directors, employees, representatives, affiliates representatives and administrative agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Syndication Agent or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Administrative Agent, the Syndication Agent, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocument, or and (b) any such investigation, litigation or other proceeding relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries, if any, or any Real Property owned or operated by them, or the actual or alleged presence or release of Hazardous Materials in the airon, surface water under or groundwater or on the surface or subsurface of from any Real Property owned, leased or at any time owned or operated by the U.S. Borrower Holdings or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulationsif any, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, including, in each casecase including, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx ’s other counsel and Xxxxxxx XxXxxxxx Stirling Scalesconsult-ants) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendmentamend-ment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection connec-tion with its syndication efforts with respect to this Agreement and of the Administrative Agent and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments instru-ments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable reason-able fees and disbursements of counsel and consultants for the Administrative Agent and, following after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing fore-going matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify indem-nify the Administrative Agent Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, affiliates agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent Agent, any Issuing Lender or any Lender is a party theretothereto and whether or not such investiga-tion, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, includinginclud-ing, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigationinvesti-ga-tion, litigation or other proceeding proceed-ing (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined deter-mined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution contri-bu-tion to the payment and satisfaction satisfac-tion of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any provision claim against the Administrative Agent, any Lender or any Issuing Lender, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement to or any agreement or instrument contemplated hereby, the contraryTransaction, no Lender shall have any liability to Loan or Letter of Credit or the Credit Parties for any punitive damagesuse of the proceeds thereof.

Payment of Expenses, etc. The U.S. Borrower agrees that it shallto: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scales) Bank in connection with the negotiation, preparation, execution, execution and delivery and performance of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Bank) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (B) of the Bank in connection with enforcement of or preservation of rights under the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)Bank); (ii) pay and hold each of the Lenders Bank harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lenderthe Bank) to pay such taxes; and (iii) indemnify the Administrative Agent and each LenderBank, and each of their respective its officers, directors, employees, representatives, affiliates and agents representatives from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or reasonable expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower, or the failure by the Borrower to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Parent Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery and administration of the Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of insurance independent White & Case LLP and of consultants and counsel retained by advisors to the Administrative AgentAgent and its counsel); (ii) whether or not the transactions herein contemplated are consummated, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx pay all reasonable out-of-pocket costs and Xxxxxxx XxXxxxxx Stirling Scales) expenses of the Administrative Agent in connection with the preparation, execution, delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto to this Agreement or theretoany other Credit Document; (iii) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, following an Event of Default, and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iiiv) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiv) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, affiliates representatives and agents (each, an "indemnified person") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (collectively, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements"Claims") incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Term Loans hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. The U.S. Borrower hereby agrees that it shallto: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agents and their affiliates (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and the Agent's other counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any amendment, waiver or consent relating hereto or thereto, administration of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto and thereto and in connection with the Agents' syndication efforts with respect to this Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings and, after an Event of Default shall have occurred and be continuing, the protection of the rights of each Agent, each Letter of Credit Issuer and each of the Lenders thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) and consultants for the Administrative Agent andeach Agent, following an Event for each Letter of Default, Credit Issuer and for each of the Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (iiiii) pay and hold the Agents, each Letter of Credit Issuer and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save the Agents, each Letter of Credit Issuer and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Agents, each Letter of Credit Issuer or such Lender) to pay such taxes; and (iiiiv) indemnify each Agent, the Administrative Agent Collateral Agent, each Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, affiliates trustees, affiliates, investment advisors and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by 155 reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, the Administrative Agent Collateral Agent, any Letter of Credit Issuer or any Lender is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit Party or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any other transactions contemplated herein or in any other Credit Document (but excluding any such losses, liabilities, claims, damages or expenses to the exercise extent incurred by reason of any the gross negligence or willful misconduct of their rights or remedies provided herein or in the other Credit DocumentsPerson to be indemnified), or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the U.S. Borrower or any of its Subsidiaries, includingClaim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision))proceeding. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement No person to the contrary, no Lender be indemnified shall have any liability to the Credit Parties be liable for any punitive damagesdamages arising from the use by others of any information or other materials obtained through Intralinks or other similar transmission systems in connection with this Agreement. All amounts due under this Section 13.01 shall be payable promptly after written demand therefore. The agreements in this Section 13.01 shall survive the payment of all Obligations.

Payment of Expenses, etc. The U.S. Borrower hereby agrees that it shallto: (i) whether or not the transactions herein contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of insurance independent consultants White & Case LLP and counsel retained by the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx 's other counsel and Xxxxxxx XxXxxxxx Stirling Scalesconsultants) in connection with the preparation, execution, delivery and performance administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Administrative Agent and, upon after the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants (including, without limitation, any inventory consultants) for the Administrative Agent and, following after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders) (it being understood that the provisions of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent)); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, affiliates advisors, agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent Agent, any Issuing Lender or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by the U.S. Borrower Holdings or any of its Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Borrower Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the U.S. BorrowerHoldings, any of its Subsidiaries or any Real Property at any time owned, leased or at any time operated by the U.S. Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.

Payment of Expenses, etc. (a) The U.S. Borrower agrees that it shallCredit Parties hereby jointly and severally agree to: (i) whether or not if the transactions contemplated herein are consummatedClosing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Administrative Agent Agents and Issuing Banks (including, without limitation, the reasonable fees and disbursements of insurance independent consultants Xxxxxx Xxxxxx & Xxxxxxx LLP and, if reasonably necessary, one local counsel in any relevant jurisdiction and an additional counsel retained by in the Administrative Agent, including Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx and Xxxxxxx XxXxxxxx Stirling Scalescase of conflicts) in connection with the preparation, execution, execution and delivery and performance of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or theretothereto (whether or not effective), of the Administrative Agent Agents in connection with its their syndication efforts with respect to this Agreement and, upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of each of the Lenders Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and, following an Event of Default, for each or in connection with any refinancing or restructuring of the Lenders) (it being understood that credit arrangements provided under this Agreement in the provisions nature of this clause (i) does not include the normal administrative charges of the Administrative Agent in administering the Revolving Loans (which amounts are included in a separate letter with the Administrative Agent))“work-out” or pursuant to any insolvency or bankruptcy proceedings; (ii) pay and hold each of the Lenders Agent, each Lender and each Issuing Bank harmless from and against any and all present and future stamp, excise and other similar taxes Other Taxes with respect to the foregoing matters and save each of the Lenders Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such LenderAgent, such Lender or Joint Lead Arranger) to pay such taxesOther Taxes; and (iii) indemnify the Administrative Agent and each Agent, each Lender, each Issuing Bank and each of their respective Affiliates, and the officers, directors, employees, representativesagents, affiliates and agents investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative any Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use or proposed use of the proceeds of any Revolving Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property owned, leased or operated, at any time operated time, by the U.S. Lead Borrower or any of its Subsidiaries, ; the Release, generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the U.S. Lead Borrower or any of its Subsidiaries, ; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Real Property with foreign, federal, state and local laws, regulations, and ordinances Environmental Law (including applicable permits thereunder) applicable to any Real Property, ; or any Environmental Claim asserted against the U.S. Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or at any time operated by the U.S. Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to be indemnified the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision)) or (iii) that do not involve or arise from an act or omission by the Lead Borrower or Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role) (collectively, the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding any provision of this Agreement to the contrary, no Lender shall have any liability to the Credit Parties for any punitive damages.